'Carnival of Souls': The movie that inspired 'Insidious' is the spookiest, weirdest, and maybe greatest horror film you've never seen

The characters in Insidious, the terrific and blessedly scary new horror film, are menaced by ghosts, but a better way to put it would be that they’re frightened by faces. Faces that stare and smile and hover, and eventually turn out to be part of the spirit world that Patrick Wilson, as the besieged father, must enter — when he’s roaming around in it, it’s like a fun house designed by David Lynch. Insidious has been directed, by James Wan (Saw), in a highly effective spooky manner, but there’s no denying — it’s almost part of the movie’s fun — that it echoes several notable horror films of the past, like Poltergeist and The Exorcist. The film that arguably influenced it the most, though, is one that a lot of people haven’t seen or probably even heard of. It’s called Carnival of Souls, and it’s a creepy little black-and-white cult movie, made in 1962 for $33,000, that in its low-budget way is a symphony of scary faces. The film was revived once in commercial theaters, back in 1989 (if you ever saw it, speak up — I’d love to know your thoughts!), and I hope that Insidious prompts a whole new round of interest in it. Because Carnival of Souls is a movie that anyone who loves horror movies simply has to see.

It was made by a small team of industrial filmmakers from Lawrence, Kansas, led by director Herk Harvey, and it originally played in obscurity on the B-movie exploitation circuit. But then it was discovered, over the years, on television, and to me there’s a special reason for that: Carnival of Souls may be the ultimate horror film to watch late at night on TV. More than just scary, it’s arrestingly odd, with a bats-in-the-belfry 3-a.m. loneliness that you plug into like a private dream. The film’s stilted expressionistic no-budget atmosphere is one of a kind — it’s equal parts Ingmar Bergman and Ed Wood. Do you see that sinister demon-dude in the photograph above? He’s the ghost/stalker — the face of terror — who keeps popping up to frighten Mary (Candace Hilligoss), the heroine who emerges, after a drag race, from a car that has driven off a bridge and plunged into the river below. She survives, but it’s her fate to be pestered by this guy (who happens to be played by the film’s director; obviously, he knew a good face when he saw one).

Candace Hilligoss (right), who plays Mary, was a Strasberg-trained actress, and her mixture of slightly hysterical intensity and dinner-theater amateurishness keeps you solidly off-kilter: We’re not sure if we’re watching good acting, bad acting, or no acting at all. Mary, with her starchy ’50s primness set off by a touch of angular-featured sensuality, just is. She’s lonely and haunted, a woman on the verge of a nervous breakdown, or maybe just on the other side of one. In her festering anxiety and tormented guilty wandering, she’s an obvious descendant of Janet Leigh in Psycho (made two years before), but she also looks forward to Judith O’Dea in Night of the Living Dead. By the time the monsters in Carnival of Souls start to gather in their ghostly hordes, the whole picture, in its quieter way, has anticipated the midnight zombie madness of George A. Romero’s shocker-to-come.

Mary moves into a rooming house, where she must fend off the advances of a local shnook (played by a walking rictus grin named Sidney Berger, whose unintentionally hilarious acting suggests Fisher Stevens as a delinquent from The Blackboard Jungle). She also goes about her work, and I believe it can be stated with serene certainty that she is the only heroine in the history of horror films to hold the job of professional church organist. Why is Mary a church organist? The main reason, as far as I can tell, is that the movie needed some excuse to feature a soundtrack of diabolical organ music. Sometimes Mary is actually playing it, and sometimes it’s the Music Of Her Mind (thanks to the crude post-synching, there isn’t much of a difference), but either way, Carnival of Souls has what may be the quaveriest, most cornball-discordant monster-chiller-horror-theater organ soundtrack ever recorded — it’s the sonic equivalent of a velvet Crucifix hanging upside down.

The music sounds like it should be accompanying some silent Dracula movie from 1925, yet the weirdly resonant thing is that all that pipe-organ psychosis is ladled over black-and-white images of gas stations, bowling alleys, diners, rooming houses, and bus depots — the quiet desolation of ’50s and early-’60s America, turned here into a Psycho-gone-Diane Arbus nightmare. It’s that found-object quality that isn’t remotely available in any of our blunt-wittedly gory, noisy, CGI-cluttered contemporary horror films. They don’t create the proper emptiness, the space for fear, that Carnival of Souls does.

There’s hardly a shot in any of the Twilight films that truly evokes…you know, twilight. But in Carnival of Souls, when Mary drives down the highway at dusk and spies the Saltair pavilion, a grandly decrepit old carcass of a carnival ground just outside Salt Lake City, it’s photographed in the purest twilight — that moment when the day isn’t just dying, but when God seems to be abandoning the world. Herk Harvey was inspired to make Carnival of Souls after he stumbled upon that majestic old tawdry wreck of a pavilion, and his images of it have a crude poetry. As a filmmaker, he admired both Bergman and Jean Cocteau, but he also wanted to goose you. And he does. Carnival of Souls is one of the only movies made under the influential spell of Psycho that catches some of that film’s dead-end dread, but it also looks startlingly forward — to The Sixth Sense, and, in its sheer weirdness (the combination of deadpan overacting, drably authentic locations, and no-budget effects that are spookier and more organic than expensive ones), to the homespun all-American freak-o-rama quirkiness of David Lynch. The spectacularly haunting dance-of-death climax is like something out of the greatest horror film that Federico Fellini never made. Fifty years later, Carnival of Souls still has the power to tantalize and disturb, which is why the makers of Insidious borrowed from it to create the most inspired fright flick in quite some time. To see what I mean, just get hold of a DVD copy of Carnival of Souls and put it on. At midnight. With the lights off. And see if those ghosts, those faces, don’t get in your face.