CARNIVAL OF SOULS begins with a car load of women who are challenged to a drag race by a car full of guys. Both cars pass over a narrow bridge, but the womens' car somehow loses control and plunges into a river. Hours later, while the police search the river for bodies and the car, one of the passengers, Mary, stumbles from the river, seemingly unscathed, but appears to be in a state of shock. She walks away from the scene of the accident and drives away to Utah to become employed as an organist in a church. She rents a room from a kind landlady named Mrs. Thomas and becomes a bit over friendly with one of the house residents named John Linden. As Mary begins to put her life back together, she has recurring nightmares and sees visions of ghoulish faces in the windows. In one incident while she was driving, she drove off the shoulder of a highway when she thought she was swerving to avoid hitting a pedestrian. She's also drawn towards an amusement park that has been closed for years. Night or day, Mary feels she is being pursued by ghosts and always seem to end up at the park.

Shot originally in black and white, the original cut is 78 minutes long, with an extra six minutes available in the limited director's cut. There are some film bloopers as noted by viewers. First, a camera crew is reflected in the boy's car during the drag race. Second, in the film's final cut, the left eyelid of one of the "dead" women in the car noticeably twitches.

The film is available on DVD with lots of goodies: a 1989 documentary of the reunion of the cast and crew, 45 minutes of rare outtakes, the theatrical trailer, an illustrated history of the Saltair resort in Salt Lake City, and "The Carnival Tour" which is a video update on filming locations, including Lawrence Kansas and Salt Lake City, Utah.

Filmmaker Herk Harvey didn't set out to produce a film classic and, in fact, he did not go on to make any movies. He died in 1996.