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Carnival of Souls was virtually ignored when it was released in 1962 but has since acquired a cult following; notable critics laud it as a forgotten gem, a hidden masterpiece. The black-and-white film, shot in Lawrence, Kansas with amateur actors and on a shoestring budget, has indeed much to recommend it. Director Herk Harvey's style helps transform his slim tale of a lost soul's reluctance to join the dead into a haunting parable about reality and imagination.

Mary Henry (Candace Hilligoss) drowns with two friends when their car plunges into a river, but she alone emerges from the water, dazed and confused. She leaves, taking a job as a church organist in another town. There, she checks into a rooming house run by a friendly old woman (Frances Feist) and soon has to rebuff the advances of another guest, John Linden (Sidney Berger).

Mary is cold and withdrawn, and has admittedly no interest in intimacy with others, including men; her solitude is disturbed only by an old man with a dead face (Herk Harvey) who seems to be following her. Because no one else sees this apparition, those who meet Mary think she's crazy. A kind doctor (Stan Levitt) who offers to help her doesn't accomplish much, while her boss, the minister (Art Ellison), ends up firing her when her mind wanders and she plays secular music on the church's organ.

What draws Mary like a magnet is a grand old structure, an amusement park now in ruins. She keeps returning to its cavernous hallways, sensing that behind its rotting, abandoned façade lies a truth relevant to her. She finally discovers what it is when the dead-faced man asks her for a dance, while many other dead-looking couples whirl around them. When she sees herself in the ghoul's arms, Mary tries to escape, but is followed by the other zombies, who overpower her. At the same time, the police manage to retrieve the submerged car, with Mary's body still in it.

Although it's clear that Carnival of Souls is the hallucination of a dying soul—a nightmare about the impending death that it refuses to accept—the film’s strange vision of reality manages to lull the audience into accepting Mary as a living character. Harvey isn't interested in shocking his viewers, only in introducing them to an eerie universe that he skillfully creates out of odd décors, inventive lighting, and generous amounts of organ music. Without gore or violence, he unveils a spooky tale that hasn't lost its appeal.

The Criterion Collection has once again done a superb job in this two-disc presentation. Although there was hardly a need for dedicating a single disc to each version of the film—the commercial version is only five minutes shorter than the director's cut, which isn't all that different anyway—the quality is topnotch. The dual-layer transfer boasts razor-sharp images, perfectly defined blacks and whites, and consistent focus. The mono sound is a tad shrill, but that doesn't detract much from the viewing pleasure. The original 4:3 aspect ratio, however, sometimes seems insufficient, as if the image is about to burst out of the frame.

This edition includes a number of extras: a documentary about the film, interviews with director Harvey and writer John Clifford, and a running commentary by the two. Recommended.