Carnival of Souls


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A young woman in a small Kansas town survives a drag race accident, then agrees to take a job as a church organist in Salt Lake City. En route, she becomes haunted by a bizarre apparition that compels her toward an abandoned lakeside pavilion. Made by industrial filmmakers on a modest budget, the eerily effective B-movie classic Carnival of Souls was intended to have “the look of a Bergman and the feel of a Cocteau”—and, with its strikingly used locations and spooky organ score, it succeeds. Herk Harvey’s macabre masterpiece gained a cult following on late-night television and continues to inspire filmmakers today.

Picture 10/10

Criterion upgrades their previous DVD edition of Herk Harvey’s Carnival of Souls to Blu-ray, presenting the theatrical version of the film on a dual-layer disc in the aspect ratio of 1.37:1. The new 4K restoration comes from a new scan of the film’s original 35mm negative.

Criterion’s original DVD has held up rather well over the years but considering the low-budget nature and its treatment since its initial release (despite a resurgence of new screenings in the late 80s/early 90s) I was expecting something decent but nothing really special. I’m sure my expectations play somewhat into this but I was absolutely floored by the presentation here. First off a lot of work has gone into the restoration: the DVD itself was fairly clean, though still littered with bits of debris, pulsing, and so on, but this new restoration is spotless. Other than some very faint vertical scratches here and there (that really have to look for) I don’t recall any blemishes popping up at all throughout the film. Even instances of pulsing, jumps, and flicker that popped up here and there on the DVD are all now gone.

That aspect of the presentation is certainly impressive, and possibly a worthwhile reason to upgrade, but what solidifies it is the actual digital presentation itself, which is also superb. Detail levels are very high, to the point where you can make out every hair on top of Hilligoss’ head in close-ups, and one can also clearly make out the fine details in various patterns that show up on clothing and wallpaper. Film grain is actually quite fine but it’s still there, looking clean and natural, and I didn’t notice any noise or blocking patterns anywhere, even in darker scenes. Contrast is also nicely balanced with clean tonal shifts in the grays, while black levels are rich and deep, crushing never an issue. Shadow detail is also excellent and it’s easy to see what’s going on, even in the film’s many dark sequences.

It’s a remarkable looking presentation and gives the film new life. It looks incredible and exceeded my expectations by a fair margin.

Audio 7/10

Even the film’s soundtrack offers a big surprise. There are limitations because of certain choices and the low budget nature of the film (there is quite a bit of looping in the film and some of it is way off, not matching the film) but on the whole it’s a solid presentation. The film’s organ score, in particular, sounds very striking, presenting some surprising depth and clarity, while voices also sound clear with a decent level of fidelity. Again, some of the looping of dialogue and sound effects (more of an issue in outdoor scenes) is off, but the overall quality and cleanliness of the track sounds good.

Extras 8/10

The supplements, though plentiful, with some new material not on the previous DVD, are still a little disappointing because some fairly big items don’t get carried over from that previous edition. The biggest exclusion is the director’s cut of the film, which was included on the original DVD edition. This version is about 5-minutes longer than the theatrical version and includes a few longer sequences, particularly an extra conversation in the organ factory, an extended version of the second “out of body” sequence, and then an extended version of the second doctor visit. Most of the other differences are a few extra short takes and frames scattered about here and there: the film was only shortened by its original distributor so it could be paired in a double-bill.

I think it’s disappointing it’s not included here, Criterion stating that the reason it hasn’t been included here is because it only exists on video tape, which is where it was transferred from for the original DVD. I don’t think this was a big deal (it actually looks fine enough upscaled on the old DVD), but I’m guessing Criterion figured there would be a lot of complaining and didn’t see the point.

To somewhat make up for this Criterion does include deleted scenes for those three longer sequences mentioned, which Criterion has bookended with scenes from the new restoration, so you can clearly see the drop in quality. The rest of the removed material were quick cuts so it would have been harder to include them, though it would have been interesting to maybe have comparisons between the two versions to see the differences. As it stands it’s nice to at least have the longer scenes from the director’s cut, but I still don’t fully understand why they couldn’t include it as a supplement, especially since they included Kiarostami’s The Report, sourced from a very subpar video cassette, on Certified Copy.

There are other things missing from here, though I’ll touch on those as I go through the supplements. What appears to have been carried over unscathed, though, is the select-scene audio commentary featuring director Herk Harvey and writer John Clifford. The commentary was put together for the original DVD edition from excerpts of interviews performed with the two in 1989. Because of this it isn’t screen specific per se, but has been edited together in such a way where comments will correspond to sequences as they come up in the film from time to time. A bulk of the track takes up about the first 50-minutes or so of the film, with a few lengthy dead spots, with Harvey doing most of the talking. Harvey first talks a bit about how the idea of doing a feature film came to him after he saw the abandoned Saltair Pavilion in Utah, and Clifford explains how he developed the script, admitting he initially had no idea how to end it. The two then get into a general conversation about the production, the nature of independent film production, and the rebirth and rerelease of the film. Harvey also talks about the distribution problems (they were ultimately screwed over by the distributor they went with) and he talks about some directing choices: one big one was when he questioned whether to have Hilligoss appear nude in the film, figuring that might entice distributors, but he wisely decided against it, thinking the film didn’t need it, and never shot anything. Distributors did ultimately ask if he shot any nudity.

The last act is mostly silent, though Harvey pops up again during the last few minutes of the film to talk about that sequence. Comparing this track with the one on the old DVD the two sound the same, despite the fact the DVD played over the longer director’s cut of the film (I’m not sure why since I don’t recall anything specific to that cut being mentioned) so I’m guessing some editing went on (probably to the dead space). As it is it’s still a good track that’s breezy and very informative.

After the aforementioned deleted scenes Criterion includes 27-minutes’ worth of outtakes, which shows alternate takes, different angles, and so on. You can see crew members in some of the footage and actors out of character. The outtakes are about 13-minutes shorter here, though, in comparison to what’s on the old DVD. I looked through both and I think they cut down on some duplicate takes but was unable to do a side by side for sure. Since nothing really stood out I don’t know how big a concern it will be to some, though I’m not sure why they felt the need to cut the material down. Similar to the DVD the film’s score plays over the footage.

New to this edition is an interview with writer/comedian Dana Gould under Final Destination, which I think is supposed to somewhat make up for the text supplements that were on the previous DVD but are now missing here (more on that later). Gould first explains how he discovered the film and what drew him to it, touching on elements that make it stand out and have helped it last, namely its atmosphere and clever use of characters, particularly those that are on the edge of reality and the supernatural, which makes you question what’s going on in the film. He also talks about Harvey’s and Clifford’s work at Centron, where they made what could be classified as educational and PR films. He also talks about the fairly convoluted and surprisingly action-packed history of Saltair. It turns out to be a decent addition to the release, though Gould ultimately spends more time talking about the history of the film and its settings rather than the film itself. It runs 23-minutes.

Carried over from the previous DVD is The Movie That Wouldn’t Die!, which is actually a combination of two supplements found on the previous DVD: the 27-minute The Movie That Wouldn’t Die! and the 5-minute The Carnival Tour, which plays after the longer feature here, with both being made for local Topeka, Kansas television station KTWU 11. The lengthier part covers the film’s 1989 theatrical rerelease and a screening of the film in Topeka, with Harvey, Clifford, Hilligoss, Sidney Berger, and others in attendance. There are plenty of interviews scattered about here, including Harvey and Clifford together, but we also get a Q/A session that also features Berger and Hilligoss (Harvey appears in make-up and costume as the Man). It’s a fun feature going over the long road the film traveled from being near-forgotten flop to cult classic.

The second portion, The Carnival Tour, is a 1996 feature revisiting a number of locations that appear in the film, most of which were in Kansas. Again it’s fun just to see the locations years later, though since this is now 20 years old it might have been interesting to get an updated feature that visited the locations today.

Regards from Nowhere is another new addition, a video essay on the film by David Cairns. At first he talks about elements, both accidental and purposeful, that lend to the film’s mood. The bad looping of dialogue and some of the bad acting found in the film would usually spell death to most features, yet here it lends to the otherworldly feel this film has going for it right from the start, and he also criticizes some of the “leaden compositions” but again, these somehow work. Throughout he also inserts audio interviews with admirers of the film, including comic artist Stephen R. Bisette, and writers Fiona Watson and Anne Billson, who talk about the film’s influences and some of the hidden themes, whether intentional or not (in their various interviews found on this release, Clifford and Harvey admit they are in awe of some of the things people have been able to pull out of the film, but admit these things were never their intention most of the time). Cairns also goes over the film’s twist, which also gives away the twist to a couple of other films in the process. The essay starts out a bit questionable but as it goes it nicely shows how and why the film has grown in stature over the years.

The previous DVD had a lot of great material on the Saltair Pavilion in Salt Lake City, Utah, though all of that has been dropped here. In its place Criterion includes this 1966 segment called Saltair: Return to the Salt Queen made for KCPX-TV by Ed Yeates, based on an essay he had written previously. The 26-minute segment goes over the history of the pavilion, though it of course only covers its history up to 1966 whereas the previous DVD’s features at least go up to 1999 (in his interview, Gould does cover its later period in the 80s). We do get plenty of photos that were taken since its construction in 1893, and a lot of information about the various acts that played there. The last half of the segment is made up of audio interviews taken with locals who recall its heyday, all played over footage shot in 1966 showing the monument basically rotting away, as it was in Carnival of Souls. Some of the stories are actually pretty good, recalling the crowds and acts, but I was especially amused by stories about the roller coaster, which would get stuck every once in a while and required the riders to help push it. Though the video and sound is very rough (it looks to come from what might be a late generation video copy) there’s some great historical material here, though I still wish Criterion carried over the galleries from the previous DVD, which were loaded with stuff.

Criterion again dedicates a section of the supplements to The Centron Corporation, the PR/educational film producer located in Lawrence, Kansas that both Harvey and Clifford worked for before and after making Carnival of Souls. The previous DVD included a text excerpt on Centron from Ken Smith’s book Mental Hygiene though here its presented as an audio feature where Dana Gould simply reads from the excerpt over the later Cenron logo. This is actually a fascinating piece on the corporation so I am glad Criterion at least carried this over in some way.

Like the previous DVD Criterion then includes six excerpts from films that both Harvey and Clifford worked on, unfortunately it’s not the exact same collection. Yet again, we do get Star 34 (a film shot for the Kansas tourism board), To Touch a Child (probably unfortunately named nowadays but it’s about the use of schools during off hours, including when they’re closed over the holidays, for extracurricular activities), a Centron commercial (making use of a “fisheye” lens while showing off their offices, studio, animation, equipment, and Oscar nomination), and Signals: Read ‘Em or Weep (a Caterpillar sanctioned film about properly working with and maintaining their equipment when in use). We then get two new films added to this release: Rebound (a film made for the Kansas state Division of Services for the Blind, explaining how the program helps those who have recently become blind) and then a very stylized ad (I guess) called Case History of a Sales Meeting, which showcases how Centron approaches their clients’ needs.

This stuff is great and their all pretty fun, some of it is admittedly cheesy, but I think the filmmakers know this. Still they try to work in stories and develop characters, and as Gould and others point out they really tried to avoid 1-dimensional representations, as best displayed in To Touch a Child. Unfortunately, for whatever reason, Criterion doesn’t include two films found on the DVD: the geography films Jamaica, Haiti, and the Lesser Antilles, and Korea: an Overview. These two films were in rough shape admittedly, all colour almost completely drained from the films except for the magenta, which is a common problem found in older films, so maybe that has to do with their exclusion here. Maybe there was a fear that someone might find something offensive in the films but I might be at a loss as to what: they were both well-made and quite respective of their subjects, though obviously dated since they were made in the 60s. The absence of the Haiti film is actually really questionable here since it’s talked about by Harvey in the other supplements. This film was made while Harvey was trying to get distribution for Carnival of Souls and part of the reason he probably got screwed over was because he was in Haiti making this film, after the American government was telling Americans to stay away because Haiti’s president, François Duvalier (aka “Papa Doc”), was cracking down on enemies. It’s a weird one to exclude just for that fact. Also, Criterion drops the text notes that accompanied the films on the Criterion DVD, which explained the significance of them.

So ultimately I’m glad Criterion at least devoted more material to Centron, which yet again proves to be fascinating, but I was still disappointed at the overall presentation of the material, which was missing a lot of context this time around, and dropped two of the films found on the previous DVD (though in all fairness, they add two new ones).

The disc then closes with the film’s theatrical trailer, the same one found on the old DVD. A poster insert (showing nice artwork featuring the ghouls on one side that may have made for a better cover in all honesty) then features an essay on the film by author Kier-La Janisse that focuses on how the events affect Hilligoss’ character with special attention on the sequences where she seems to cross into another world (she also brings up a 2011 experimental film called Miss Hilligoss’s Flickering Halo that plays on these moments, which I admittedly had never heard of before). The essay by Bruce Kawin found in the previous DVD is not here, along with John Clifford’s written intro, though this latter piece repeated everything he said in the disc features pretty much word for word.

The supplements here are all very good by unfortunately, as I’ve mentioned many times already, a lot of other material is missing. Along with the director’s cut and the two Centron films all of the text notes and galleries—particularly the extensive history on Saltair, which featured a huge number of photos, advertisements, and post cards—are all gone as well. Another big absence is another collection of text features, reprints of interviews with Harvey, Clifford, and Hilligoss. The Harvey interview covered a lot of the same material elsewhere, but Clifford goes into more detail about his career, and Hilligoss’ contribution proved most invaluable as she gives an alternate perspective to the production and the difficulties she had acting in it. She also talks about how it affected her career (or didn’t). These interviews also had a large number of photos and poster art scattered about as you navigated through.

What we get, in the end, is still a nicely put together special edition that fans should love going through, but there is such a huge hole here, missing a lot of the content that made the previous DVD a solid release on its own. As nice an edition as this one is it’s hard to overlook the excellent material that is missing.


The presentation is gorgeous, really incredible considering the history of the film, so in that regard I think fans will really want to pick this up: it could have been just struck yesterday! But if you own the old DVD you may want to hold onto it: this edition is missing a lot of the features from that edition, like the director’s cut, two Centron films, some of the outtakes, and an extensive amount of text notes and galleries. This does mar what is otherwise a rather incredible edition.


Directed by: Herk Harvey
Year: 1962
Time: 78 min.
Series: The Criterion Collection
Edition #: 63
Licensor: Matthew Irvine and Peter Soby, Jr.
Release Date: July 12 2016
MSRP: $39.95
1 Disc | BD-50
1.37:1 ratio
English 1.0 PCM Mono
Subtitles: English
Region A
 Selected-scene audio commentary featuring director Herk Harvey and screenwriter John Clifford   New interview with comedian and writer Dana Gould   New video essay by film critic David Cairns   The Movie That Wouldn't Die! The Story of Carnival of Souls: a documentary on the 1989 reunion of the cast and crew   The Carnival Tour: a video update on the film   One hour of excerpts from films made by the Centron Corporation, an industrial film company based in Lawrence, Kansas that employed Harvey and Clifford for over thirty years   Deleted Scenes   More than 45 minutes of rare outtakes accompanied by Gene Moore’s organ score   An illustrated history of the Saltair resort in Salt Lake City   Theatrical trailer   Insert featuring an essay by writer and programmer Kier-La Janisse