Actually Scary

1962’s Carnival of Souls, horror cinema’s truest exercise in fear


in Features • Illustrated by Kat Heller


Fear is a highly personalized emotion, which is a key component of what makes fear fear. A person may be ravaged by fear, as if their entire world and all they care about is coming down inside of them, and life will never be the same, nor even livable again, while simultaneously someone standing two feet away — a friend, relative, spouse — has no indication anything is wrong. In that same moment, the companion might feel joy or be looking forward to an activity later in the day. Fear has a devilish knack of feeling tailored to us. One goes to the ballpark, the local team rallies from a deficit and surges into the late-contest lead, and joy is shared. This is not earth-shaking, life-changing joy, but rather the small variety that ambulates human life and gets us from one evening to another morning, whereas fear separates us. F. Scott Fitzgerald wrote that there’s never the same love twice, a useful turn of phrase that could be transposed to the personalization of fear, which isn’t the same as the privatization of fear.   

Fear may be communal, whether that’s in a region where war is a possibility, or at the cinema for the annual summer screening of Jaws. The fish rises from the depths, approaches the next victim, and the audience is held in shared abeyance. This is a fear born of entertainment, which often is a fear heavy with expectation. Jaws has a rise-and-fall pattern of fear, what one might term ‘riffs’. We know when we are due to face all-out alarm once again. That’s part of the fun of this form of fear, and the community that comes with it. To watch Jaws with people on all sides of you is like going into the haunted house at the fair with the next group of kids. You don’t necessarily know what’s in store, but you do know what you’re getting into.  

But what of the haunted house that stands alone, with no queue of eager children awaiting ingress? The house that emerges through a thicket of trees in the woods, after dusk has given way to night, and options for shelter for the wanderer are scarce? Fear has a knack for pinpointing the lost wanderer, and we all can be labeled thusly in life’s grand sense. This wanderer is desperate. There isn’t anyone to share in the burden of the fear, which is when fear commands its greatest efficacy. The idea that there’s no one to help with that burden need not even be based in reality; it’s enough for someone to feel that way.  

An increased pulse rate rapidly becomes a lower-tier concern. Communication is a massive issue and a further source of fear, the idea that there’s no one to tell this story to who will understand what you’re experiencing or what has been done to you. Why you’re unsure that you’ll be able to carry on, and why you’re increasingly certain you won’t be able to. Fear divides and conquers. Some of the most intense ghost stories in fiction don’t feature individuals in isolation, but people who are isolated within a community, and the living person becomes another form of ghost. The place that was previously the happy spot devolves into a terror zone. We must look away, and quell the potency of a once-happy memory that is now something else. Fear thus becomes total, has its way with us, overrides us, and it can become who we are.  

“She lived in fear,” we might read, and we know that that woman never had any peace so long as this was true. Others didn’t live in fear with her; she was alone, and everything she encountered heightened the horror of the experience.  

There’s little wonder that anxiety over other possible attacks can stalk us as it does and that the monster that is trauma is capable of giving even the worst bogies the willies. We wish to avoid a reprise or reminder of the horror because we realize that that could be the start of a potentially bottomless descent. I mention Jaws because it’s the fun side of fear. Certainly it frightened people, and as a kid, I recall neighbors who made certain all was clear in their swimming pool before taking a dip. They weren’t exactly clowning around — Jaws got into people’s heads — but fun was still of the essence.  

There’s this disclaimer of irony with horror films that most horror film fans accept. You want mood, creepiness, some skin in the game — as if what befalls a character could befall you, without proper precaution or ability to flee fast and flee well — and to be transported to spaces beyond your own life. You want to be invested in a darker vein, key, mood, zone. The look and feel of that horror setting is crucial. They may riff on the familiar, but with a sole detail that renders them devilishly askew.  

Think of the hike in the forest. There you are, on your own, having gone off the trail because you’re confident you know your way around, and after a mile or so someone starts walking from the other direction. That’s horror. They could be Fred Rogers, but it doesn’t matter when they’re 200 yards away and coming your way. It was just you, and now it’s you and them.  

The paradox with horror movies is that we don’t actually have to be scared to love what they offer. With a comedy, you need to laugh to love that film, in all probability. There are different varieties of laughs. One laughs, for example, in a different style with a Buster Keaton feature than a Buster Keaton short. The former has a higher slapstick quotient, whereas the latter utilizes absurdism and magical realism, with a resonant internal component.  

But any lover of horror—I mean someone who lives for the stuff, explores the history, treasures the richness of its manifold offerings — isn’t really scared by Dracula (1931), Frankenstein (1931), The Mummy (1932), The Wolf Man (1942), and Creature from the Black Lagoon (1954), and those are quintessential horror films, are they not? Films that shaped popular culture in every which way it related to the horror film. They are to the genre what Louis Armstrong’s Hot Five and Hot Seven are to jazz, or Vincent Van Gogh’s impasto-piled wonders to post-Impressionism, the Beatles to British beat.  

We love them for what they embody, not what they bring off, at least not in inducing terror. They have “legs” beyond themselves, if you will, with characters and archetypes that become separated from the films in which they live in the best undead fashion possible, and so are talked about and remembered in non-cinematic ways. Bela Lugosi’s Count has long been displaced from the movie to which we may always return, as if Dracula and us are meeting at the old earth box hidden beneath Carfax Abbey.  

But we are here to discuss a film that is not some pop culture symbol of what fear means—though it is well-stocked with symbolism — but rather an acute distillation of this real and potent form of fear that everyone knows, which pulls us aside and calls upon us to question how we might ever again move forward, or be whole. Survive the long emotional night — just one of them.  

I’ll see a favorite horror film on TV, and like most horror film lovers, I’m happy it’s on. We are chummy. That’s how horror hosts work. They don’t put viewers on blast with fear, then return to the screen to try and talk you through what you’ve just seen, with reminders that it’s not “real,” and we can get through this together. Those movies become part of the background of our lives. I’ve seen Lugosi in Dracula probably fifty times, but I’ve had it on hundreds.  

I can’t do that with Herk Harvey’s 1962 film, Carnival of Souls. When it appears on the TV in the middle of the night, I am on the defensive. I know that this is a movie I need to be ready for, and when I’m done watching it, the transition to sleep will not be seamless. I’ll have to take steps. I’ll watch a couple of episodes of a benign, mindless situational comedy. Three’s Company works well. Carnival of Souls is the one horror film that actually terrifies me in every sense of that film. Certain movies frighten me because of their ideological implications. Island of Lost Souls (1932), for example. Many horror films are discomfiting, but they are still pleasing terrors. This isn’t to say that watching Carnival of Souls is a pleasureless undertaking, some feat of viewing endurance, which is how a series like the Hostel pictures works. I enjoy Carnival of Souls, but it is a dark form of enjoyment, with high stakes, because the enjoyment is predicated on me being able to shake myself free of the film after it is over, and that can be a struggle. It’s the viewer’s version of having to survive a film themselves.   

Amazingly, Carnival of Souls was “only” a B-picture, though it has garnered second life as one of those movies that people “in the know” cherish and esteem. B-horror films aren’t like B-sides in rock and roll, where treasures that may be out-and-out masterpieces are tucked away. A B-side can be the best work a band or musician ever did, and they might be a giant of their genre or of popular music itself.  

B-horror films are not the same. They may be scruffy but loveable, but rarely are they masterworks. There’s a reason they’re B-pictures. They have the responsibility of being filler. They’re more utilitarian than artful. They make an afternoon at the movies or an evening at the drive-in the length it needs to be. They allow people with less money but creative spirits to make a movie of their own and scratch that cinematic itch. The makers don’t have their sights on toppling Gone with the Wind, but instead dishing out a few scares, getting some word of mouth going. They’re spirited but not smooth films. Raw and unrefined, when some polish and honing could be useful in shaping that rawness into techniques that help better achieve a picture’s aims, but no matter — they still have charm.  

B-films play at off hours. During the 1960s, they were invaluable to television in the same way that bootlegs became to diehard rock fans at the end of that decade and the start of the 1970s. They registered as offering more than what there was out there to be officially known. They were back rooms of discovery: The parts of the museum that were closed during the day, that the general public never got to see, but you did. That’s why B-pictures harbor such warm memories for a lot of people. They were your late-night buddy, keeping you company when it was just the two of you and the dog.  

Carnival of Souls has never been this way as an actual work of art, and I don’t believe I’m stretching the meaning of that term. Art can hide in plain view, or under a moss-coated rock, which is the fitting way of Carnival of Souls. Shoot a quickie horror film for little money and it can be a slog to get people to look beyond those terms and their implications and behold what is a legitimate artistic wonder. A film engineered as a “prestige” picture has a thousand legs up in this department, though rarely with the staying power of Carnival of Souls. For me, the movie has always been the ghost that came for dinner — or a very, very late night snack — and refused to leave and do its haunting elsewhere, as if we were chums, only this friend expresses its affection by scaring me witless, the last time the same as the first, and presumably the next. 

It’s a B-picture all right, made by a team that would never make another feature again. Herk Harvey’s day job was to shoot industrial and educational films — these dry infomercials, teaching tools, and lessons in how not to drive — whereas Carnival of Souls — a nightmare lived in bright, beckoning sunshine, more or less — was a dream that Harvey was able to live. Hollywood did not bankroll him. Some of the supporting actors — by which I mean, characters who don’t get names in the picture, so fleeting is their screen time—could have been pulled from rehearsals for the latest mounting of Our Town at the local high school, but there is a rarefied art at work here in horror cinema’s ultimate one-off movie. It’s as if George Romero had made Night of the Living Dead and then gone back to whatever George Romero did before that, save that Carnival of Souls is the better picture, and the more frightening.  

Orson Welles remarked that one could be enough, if what that one was was sufficiently special. I’ve always wondered — especially as the film has touches that Welles would have admired —i f the maker of Citizen Kane ever caught Carnival of Souls playing on the late, late show; a show so late as to feel forever dislocated from time, technically existing in our world, but more dead than alive.  

Being more dead than alive is part of what Carnival of Souls is about. The film begins with some crazy kids drag racing — boys in one car, girls in the other — which takes them over a bridge. We’ve seen the opening credits, which have a Saul Bass-like finesse. Right away we know that class went into making this film. The black and white photography utilizes a shimmering form of deep focus. The drag race feels ghostly, though we have a tangible feeling of empathy with one of the girls, who clearly doesn’t want to be there, but has gone along because of peer pressure, most probably. A desire to fit in and be a part of a group.  

This character is Mary Henry, played by Candace Hilligoss, in one of the most convincing — and convincingly detached — performances in the horror genre. They go over a bridge, and the girls’ car busts through the guard rail and sinks into the river below. A lot of time then appears to pass. Search crews are seen doing more standing about than anything else. We have the sense that they’ve made all the efforts they can. Harvey has a knack in this one film of his for creating parallel enclaves of existence that resonate as otherworldly.     

I’ve never seen anyone shoot water like Harvey does. It looks like water but also as if it were something post-aqueous. My sensation is that it wants to take me and pull me down. The angles play a factor and the light. But the water in Carnival of Souls in this first sequence feels like it can lull you into death. The patterns of ripples are threats. There’s nothing calming about them. You wouldn’t want to be up on the bank casting for bass. The camera cuts and moves so that we get snatches of reaction from onlookers and searchers. Disembodied voices waft forth, parts of overheard conversations about death and tragedy. All of the actors in this sequence are wooden, but that only makes us more uncomfortable. We want some normalcy. It’s not coming. The majority of the day has passed — which we know from how the light has changed — when Mary Henry walks up on this spit of land that looks like some priapic corruption of the muddy bank. It’s one of the quintessential shots in horror. She’s a primordial creature but still this same Kansas girl to the onlookers, who greet her by name, which itself has a disturbing ring. Maybe it’s me, but I always find double first names discordant.  

Harvey had precedents on which to draw for what happens with his main character in Mary Henry, but though we can find informing texts, films, and radio programs, Carnival of Souls is self-contained. It isolates itself from all of horror cinema, and it takes us with it, just as it takes Mary Henry. It is the movie version of that person approaching in the woods, or the unoccupied house that is going to be the only form of shelter — if one can call it that — to ride out the freshly arrived night, as the rainstorm comes on.  

Mary Henry is leaving her hometown to be a church organist in Salt Lake City. Before she’s spoken, we know how dissatisfied she is with her life. That expression in the car says it all. She’s not religious, but a job is a job, and music is music.  

Detachment is a central concern of Carnival of Souls, as is the theme of being in a place where one is not meant to be, or for where it is best or natural for that person to be. Mary Henry begins her journey, and she starts seeing a man where she shouldn’t, in ways she shouldn’t. He’s cadaverous, but can also pass for living if one is being generous. The eyes are what are most suggestive of death, or the dead come back. They’re sunken and blackened, yet they’re animated with a piercing sharpness that suggests they know something of grand consequence. They’re eyes of celerity but in the manner of the eyes of a person in a coffin who suddenly came back from the other side and looked up at us as we paid respects at the funeral.  

The man/ghoul is played by Herk Harvey himself. If he’s not death, he’s death’s representative. The idea of death having erred and needing to correct a clerical error was a horror staple beginning early in the twentieth century, and it worked across assorted mediums. English writer E.F. Benson wrote “The Bus-Conductor,” a 1906 short story that prefigures Carnival of Souls, as does Lucille Fletcher’s radio play, The Hitch-Hiker. Orson Welles’s performance in the play in what is tantamount to the Mary Henry role on a September 1942 episode of Suspense is arguably the most disturbing broadcast — for sheer mood of dread — in radio history.  

In a preamble, Welles discusses how effective the piece is as horror, and then throws himself into the work as if to say, “See? I was telling you the truth.” It’s as committed as I’ve heard him on the radio —Fletcher had Welles in mind in writing the play — and this was an artist who always gave the entirety of his being to his radio ventures, with prodigious stores of energy.  

Welles’s protagonist begins a car trip across the country starting in New Jersey, and he keeps seeing this same man trying to thumb a ride at spots where the man shouldn’t be able to be because the man would have to be moving faster while hitchhiking than Welles in a straight shot with his car. Welles’s character tries to work out the math and theorize how it could happen, but he’s arguing against himself, and he’s not winning.  

We grasp what’s happening, and we get it in Carnival of Souls, too. These people are dead, but they’re flickering on in our world, can interact in our world, and think they belong in our world. Our knowledge of what they are — or I should say, where they are not — doesn’t undercut the drama. With Mary Henry, we still have a need to know what the hell is going on in terms of the particulars, the rules, and how this will end. We nurse hope for her, which feels a lot like hope for ourselves. Why? Probably because she’s blameless. Or maybe because this is how death works, and who would be able to tell you? So here’s some relevant insight.  

There’s this boozy, sex-starved guy named John Linden (Sidney Berger) whom she picks up for company and protection. She’ll do anything to avoid the ghoul, as does Welles with the hitchhiker in the Suspense play. He tries to run him over with his car. Doesn’t work. In Carnival of Souls, Linden is raring to go in the “Let’s get drunk and bang” sense. He’s a regular horn dog, but also not a terrible guy. You could say he has a good heart, and that heart has a tiny bit more pull than his penis, but that gap increases the more that Mary Henry’s fear becomes his fear precisely because she’ll let him do anything if he stays with her. He thinks Mary Henry is having a breakdown, and he has an honest concern for her, which itself becomes scary given that this is a man who obviously thinks nothing in the world can compare to breaking down — in a wholly different regard — someone’s resistance so that they’ll consent to sex, if only to make him go away.   

Welles obviously was a man, but a 1960 episode of The Twilight Zone based on the Fletcher play shifted the paradigm and its implications by using a woman in the dead-but-sticking-around part. She tries to pick up a lusty Navy kid and offers herself to him as much as you could on TV in 1960 and get away with it. Trading penetration for protection is frightening enough. When the guy essentially runs away, bolting from the car — but with some well-meaning advice first — we realize just how alone this woman is, and later Mary Henry, who if anything is in a worse situation because of who or what it is that is after her (the avuncular figure of The Twilight Zone episode is akin to some harmless Thanksgiving guest compared to the ghoul of Carnival of Souls). The world and natural order have put their back to these women. That they can still interact with the living, and the living don’t realize their state, is another layer of terror, and for me, it’s the worst. Death is closure. Here or not here. For all of the complications that arise from death, death itself is simple. The judge has ruled, and what the judge says is final. But kind of here, kind of there, denies peace, abnegates closure. The living are also being used against their will and without their knowledge. It’s like putting something in the drink of life, and doing what you want with someone, or forcing them to be a part of whatever is going on which is anything but moral and pure. Characters are overridden in this film to different degrees. But so is the viewer, who cannot look away.  

Carnival of Souls is unique because of its approach and style. They extend to the look of the ghoul, and the organ component of the soundtrack. There isn’t a horror film soundtrack that unnerves me like this one, which was written and played by Kansas City organist Gene Moore. Remember back to when you were a kid. Did you ever enter a church, hear organ music, and think, “My, that sounds comforting.” Never happened, right? It was more like something otherworldly had gotten into that room and was now sounding off. We watch a horror film and our expectation is that once the sun goes down, the bad stuff will start. At least you know, and at least the people in the film having to deal with that horror have a better chance because they know as well. Can’t win the game if you don’t know what time it begins.  

That’s not what happens in Carnival of Souls. Mary Henry is pulled towards an abandoned pavilion on the banks of the Great Salt Lake. I think of the 1911 Oliver Onions ghost story, “The Beckoning Fair One.” You don’t want to be beckoned in a horror story or film, because that means your soul — or what remains of it — is in on whatever is happening to you. It’s not your loyal ally.  

We learn via a gas station attendant that this shadowy edifice—an above-ground labyrinth of the salt pan — was first a bathhouse, then a spot for dancing. I would not wish to go dancing here. I don’t care if it was the roaring twenties and this place was itself roaring. Bad vibes. The actual location is the Saltair Pavilion, which Harvey discovered on a drive back to Kansas where he was based after shooting an educational film in California for his employer the Centron Corporation. His Centron buddy John Clifford authored the script for Carnival of Souls —in three weeks — after first receiving a single directive from Harvey: the film must end at this spot, and there has to be dancing ghouls.  

Don’t think that a work of art with a prescriptive — or predetermined — ending has to be forced. You can know the last line of a novel before you know anything else and it can all work. Too often content creators think there are rules — hence all of these craft books on writing, for instance. But the main rule is a non-rule, and that is that every work is its own case, and must be treated as such.  

Settings separate Carnival of Souls from any other horror film. That decrepit bathhouse rattles me to a greater degree than any crypt or castle. I have more questions about it. The best horror films cause us to ask questions. So too do the best stories, whether they’re horror or not. These are not questions needed to remedy confusion, but rather questions of needing to know more and what’s next. One thinks about the people who went to this bathhouse or came for an evening’s entertainment. We have this structure that’s relatively modern, but it also registers as being from forever ago. It’s like Mary Henry herself — in this world, but also not in this world. No wonder she wants to go there.  

She meets a kindly Doctor Samuels (Stan Levitt) who tries to help her, though he’s frank about not being a psychiatrist per se. Sound is haunting in Carnival of Souls, but what’s worse is quiet and the shift when the sound drops away. That shift happens in the most ordinary places—at a car repair garage, in a bright park on a beautiful day. For this is when death makes the necessary advances to correct what went wrong back at the river during the drag race. Death is either incrementally adjusting/squaring these matters, or death wants to torment this woman.  

We notice during one of Mary Henry’s sessions with Dr. Samuels that there is no sound, save her voice. Then we have that thought of, “Wait, how long has this been going on? Something’s not right.” He has his back to her, and every time I watch the film, though I know what happens — which doesn’t lessen the fear — I think, “Please don’t do this.” The movie then does exactly what I don’t want it to do, which is a telltale sign of first-rate horror. We can know something is coming, but that knowledge makes the official arrival worse yet.  

This is an art. Anyone can do the jump scare routine, or the fake jump scare to set up the real one, but once that happens, it’s over in that same flash. The horror passes. Horror never passes in Carnival of Souls. It stays. In a park where the sound had dropped out, Mary Henry is returned to the living — death hasn’t fully pulled her away from the world yet — by birdcall. Sunlight permeates the tree branches. She looks up, as if to heaven. Whether God is real or not doesn’t matter; there’s a divinity in nature, but it won’t help this woman. It’s a beatific moment, and a cruel one for Mary Henry. She doesn’t belong here. None of this is for her now, though it is put in her eyes, her ears. A time will come when the sound will not return, and what will she see and hear then? Will there be anything? What is nothingness anyway? Will she be like the man — whatever he is — who has appeared to her repeatedly since her emergence from the river?  

The dancing sequence that Harvey ordered will derange and disorder at least a part of your mind, your day, your evening, or whenever you experience it. The footage is sped up — or, rather, it speeds up, which is a crucial distinction. The pacing of this film, and the parts of this film, wring maximum horror. Repeatedly we don’t think we can take any more. It’s the perfect ending to this film, too, the unholy swirling of death and life as they become one, though it’s not actually the last scene. There’s a coda shot, a period to this devil of a sentence. We’re back in Kansas — think of it like the horror version/inversion of Dorothy’s return to the sunflower state — and the girls’ car is finally being pulled out of the river. We had heard talk about how it might never be found, because the river was so deep, which itself gave pause. What kind of river is this that it can just swallow a vehicle for good?   

In that car, we now see Mary Henry, or what we should call her body. We also see one of the girls — remember, this is a B-picture — blink her eyes. That blinking registers less as an error — which Harvey left in — and one final blurring of the boundary between death and life. Maybe this girl had some extra time of her own after this watery death in which she journeyed, only we didn’t witness her travels and whatever form her ghoul/dancing partner took. Maybe all of us are on one of those journeys right now, or will be before we’re officially done, or extra-officially done, if that’s the proper classification. Maybe that’s part of why I watch Carnival of Souls each time it comes on, as if it were itself a go-between, and I can’t look away any more than Mary Henry could elude her follower. Can you be shepherded into the next world by a film? Doubtful. But Carnival of Souls is the one movie that makes me think it has been empowered with that responsibility, and I bet it will make you feel that way, too, if it doesn’t already.


colin fleming’s most recent books are an entry in the .33 1/3 series on Sam Cooke's Live at the Harlem Square Club, 1963; a volume about 1951's Scrooge as the ultimate horror film; and a work of fiction called If You [ ]: Fabula, Fantasy, F**kery, Hope. He's the author of the comic novel Meatheads Say the Realest Things. His fiction appears in Harper's, Commentary, Virginia Quarterly Review, Salmagundi, and Boulevard, with his writings on art, film, music, literature, and sports running in The Atlantic, Salon, Rolling Stone, The Wall Street Journal, and JazzTimes. His op-eds feature in USA Today, New York Daily News, The New York Times, LA Times, and The Wall Street Journal. He's a regular radio guest and maintains the voluminous Many Moments More blog on his website, which ranges in its explorations from ballet to film to sports to literature to music to art to nature to unique workout routines in historical structures while exposing the corruption and discrimination — and plain bad writing — rampant in publishing, and documenting what it truly means to endure and grow. Sometimes there are posts on Twitter @colinfleminglit.