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Sam Loomis
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Old 05-07-2005, 07:57 PM
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Default Carnival of Souls (Off Color Films)

Reviewer: Rhett
Review Date: May 7, 2005

Released by: Off Color Films
Release date: 04/05/2005
MSRP: $12.95
Region 1
Full Screen 1.33:1

inline Image Off Color Films is a newly established DVD production company specializing in the restoration of cult classics. More specifically, they colorize cheaply acquired public domain titles and slap on a ridiculing Mike Nelson commentary to cater to the likes of the Mystery Science Theater crowd. While this sort of approach seemed fitting for their first feature, a laughably offensive anti-drug propaganda piece called Reefer Madness, many have questioned the need for such treatment of their later two films, Night of the Living Dead and Carnival of Souls. The two latter films are arguably the most important horror films of the sixties, if not the entire second half of the twentieth century. Regardless of their credentials though, Off Color Films has taken to “restoring” these two films along with Mike Nelson’s derisive edge. Let’s first take a look at Carnival of Souls…is this Off Color treatment really as bad as it seems?

The Story

Like the most efficient B-movies, Carnival of Souls wastes no time in getting the story rolling. Two groups of twentysomethings in two separate cars do what every small town, Rebel Without A Cause youth would do – they wage a race. Two cars, one bridge, whoever makes it to the end first, wins. Naturally, the race doesn’t quite go as planned, with one car and all the people in it going the way of James Dean, plunging deep within the Lawrence, Kansas riverbed. As the police blanket the area, one of the ladies, Mary Henry (Candice Hilligoss), miraculously emerges from the water unscathed. She says not a word, getting into her car and driving away. She is lucky to be alive.

She goes to her line of employment, where she has made a good living playing the organ, stating that she will be leaving Lawrence immediately for richer pastures. She drives away that night, but she doesn’t seem to be alone. On her way out of the city, a menacing man with the face of death (the director himself, Herk Harvey) seems to be traveling alongside the car, with his morbid visage smiling into her window. She veers off the road and he disappears, and she manages the rest of the night without his presence. She reaches her new destination, where she takes up residence in an upstairs bedroom, with the landlord living on the main level and a desperate buffoon living beside her. She doesn’t have much time for socializing though, since she must attend to her new organist job over at the local church. As she tells the buffoon though, she does it for money, not for faith.

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Criterion Director's Cut
Off Color Films (B&W)
Off Color Films (Color)

Her new job isn’t the dream she had wished, as she continues to have hallucinations of that smiling face of death. She sees a psychiatrist, and she is told of the abandoned carnival that is nearby the church. Determined to rid herself of the demon sightings, she vows to go there, but being there only seems to make things worse. Other oddities begin happening to her, until eventually the deathly sightings start to take over her conception of reality. Just what is happening, and what is this “carnival of souls”?

Carnival of Souls is a great film not unlike Night of the Living Dead. Made on a shoestring, it managed to transcend its budget to become a moody and influential drive-in spookfest. It also, like Night of the Living Dead, was one of the first films to present the undead in a gaunt and decaying manner, paving the ways for the nomenclature of an entire zombie genre that continues to thrive today. When compared to the Universal Monster films or the similarly classy Val Lewton features, Carnival of Souls is much less glamorized and much more unsettling. This gritty new way to approach horror was a path that the genre would need to take, and in many ways the success of Carnival of Souls paved the way for Night of the Living Dead and all the monumental indie horror films of the seventies and eighties. Although Carnival tends to get marginalized by the legacy of Night of the Living Dead, it is tough to imagine Night ever coming around had it not been for Herk Harvey’s moody little picture. Not only did it present zombies in a horrific new way, but Carnival of Souls was also a leap for Harvey from industrial and educational films to feature film. Romero’s film is of course about zombies, but Romero seemed to follow in Harvey’s footsteps, moving from industrial commercials to horror with his 1968 debut. So while most history books will attribute Night of the Living Dead to single-handedly reshaping the horror genre forever, let it be known that if nothing else, Carnival of Souls deserves credit for paving the way for Romero.

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Criterion Director's Cut
Off Color Films (B&W)
Off Color Films (Color)

As much as it paved the way for Night of the Living Dead, Carnival of Souls still paved its own unique path. In the way the film commits entirely to the first person perspective of its lead, it eschews conventional plot in order to establish a flow of consciousness rather than a mere story. In that respect – in the way it explores the depths of the mind – it is one of the first truly cerebral American horror films. The Germans had been doing it since the twenties with their expressionistic masterpieces Nosferatu and Cabinet of Dr. Caligari, but such expressionistic sensibilities never seemed to completely make their way into American film. They were diluted into film noir, and although noir relied on shadows and a first person perspective, they were still conventionally driven by plot. Carnival broke such a mold, and in so doing managed to create a poetic ode to loneliness and spiritual dilemma as experienced by the main character.

Mary’s character is one of contradictions. She claims that she does not enjoy the company of others, yet it is apparent throughout that she needs it. Likewise, she claims she is a realist, yet she takes up a job in the most spiritual of all locations. Her character, drifting between opposites, is thus one of loneliness, stuck in between (as it were) two different worlds, never able to choose between either. In light of the ending, such a character trait is telling of her entire scenario, which boils down to a spiritual dilemma.

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Criterion Director's Cut
Off Color Films (B&W)
Off Color Films (Color)

Her dilemma of being submerged between opposites is brought out best by the film’s most telling metaphor, the organ. Its music is neither instantaneous nor short-lived. When a key is played, the sound waves must first enter and then reverberate through its wide and lengthy tubes in order to achieve sound. Once the sound is achieved, it lingers for long periods of time afterwards, never quite dying out. Like Mary’s life, and her inability to commit or connect, she lingers on in reverberations. Her notes are not living, but nor are they dead, they just exist in a world in between, one of non-committal, trying to find its place in life. The score is haunting, and the way Harvey frames Mary in a cage of her organ pipes gives the film an off-putting, expressionistic quality. As the pieces of the film start to come together in the end, the organ becomes an increasingly effective means of expression in the film.

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Criterion Director's Cut
Off Color Films (B&W)
Off Color Films (Color)

The carnival metaphor is no slouch either, with Herk Harvey’s character engaging in a whirling dance with the lead that becomes more a merry-go-round dance with death. Although there is no blood in the picture, the minimalist white make-up applied to the undead in this picture is undeniably unsettling. It is rare that a film has been able to do so much with such minimal effects, but Carnival of Souls makes its small budget into an advantage. Indeed that is the biggest triumph of Carnival, its ability to do so much with so little. The budget is non-existent, the “plot” threadbare, and the make-up simplistic, yet Harvey combines the perfect amount of each into a haunting and thoughtful little slice of the macabre. Its images live on long after the film, and its ending even longer than that…Carnival of Souls is a true masterpiece of the genre.

Image Quality

inline ImageThere is a lot of ground to cover here. Firstly, this DVD features both color and black and white versions of the Director’s Cut of the film. Such a cut was assembled years ago and featured on Criterion’s two-disc set of the film, and runs about four minutes longer than the theatrical. As was apparent on the Criterion release, the Director’s Cut is considerably darker than the theatrical, which caused a loss of detail in the darker portions of the screen. Objects that had been there in the theatrical cut were lost in the shadows in the Criterion Director’s Cut, and the same thing happens again here with the two versions of the Director’s Cut featured on this disc.

The color print (whose purpose and merits will be discussed in the supplemental section) does help to punch up some of the objects lurking in the shadows, but overall it is still a dark transfer. In close comparison, both versions of the Off Color DVD are a tad darker than the Criterion Director’s Cut. When comparing the two black and white versions, the Criterion looks a little punchier and a little whiter, Off Color’s looks slightly duller and with slightly increased grain. The color version is of course very tough to compare, but it is essentially just a painted version of their black and white transfer. Still, when comparing Director’s Cuts, the Criterion emerges as slightly superior to the Off Color release, despite both being inferior to Criterion’s release of the theatrical cut, which still remains the home video benchmark for Carnival of Souls. Still though, despite its differences between the better Criterion release, this Off Color Films release is still a more than adequate restoration of a forty year old film.

The framing is notable difference between Off Color’s new DVD and Criterion’s. The Off Color Films DVD has less headroom but more bottom space compared to the Criterion. While this is not really entirely noticeable during viewing, it is nonetheless a pretty significant change when examined in close.

Overall, the Off Color Films release of Carnival of Souls is a little darker, a little less detailed and a little grainer than the Criterion version, not to mention framed differently, but overall it is still a good transfer for such an old film. The colorized version is thankfully not as over-the-top as Off Color’s job on Reefer Madness, with all colors seeming much more realistic and life-like, but watching a film like this in color just doesn’t feel right or proper. That is a whole other debate altogether, and something that is covered in the supplemental section. For those who like color, they should be happy with the vibrant, Technicolor-esque look to the entire picture.


Carnival of Souls has been remixed into both DTS and Dolby Digital 5.1 mixes, and I have to wonder if such a restoration was really worth it. The DTS track starts on a foul note, with the engines of the cars so boisterous and loud that they almost drown out the dialogue. Thankfully, the mix is never this obtrusive throughout the rest of the film, but the distraction at the start is nonetheless off-putting. There is virtually no channel separation, with all the action happening up front and the organ music pushed out to all channels. The content in the left and rights remain almost identical, although a few driving scenes seem to exhibit a slight bit of difference. Still, the original audio elements for the film were hollow and poor to begin with, so in a way the DTS makes the flaws of the original sound mix all the more apparent. The terrible Foley work for the walking effects (Mike Nelson compares it to the trotting of a horse) is especially noticeable in this new remix.

The good news for purists is that the more naturally-sounding mono track is reserved for the black and white film, while the 5.1 tracks are for the color version only. Considering Nelson’s brand of comedy is pointing out imperfections in the film and making jokes of them, the new sound remixes certainly help in that endeavor, making the flaws all the more loud and noticeable. The mono mix is much more understated, and for those who just wish to watch the film as it is will have little to complain about regarding the mono mix.

Supplemental Material

inline ImageHere is where the debate gets interesting. The advent of Laser Disc, and more prominently DVD, has brought out a new respect for the art behind film. In only a few years it seems, consumer preference has shifted from pan and scan to widescreen, celebrating the director’s true vision of a film. Customary eighties practices like cropping and colorizing of films seems to have been exposed as the marketing fraud that they were, and more and more people are viewing films as they have meant to be seen. Enter Off Color Films. They specialize in taking black and white films and colorizing them, which to any film purist would be seen as a total abomination and sign of disrespect. However, a difference must be established between what Off Color is doing and what Ted Turner did in the eighties with respect to colorization.

Turner’s films were designed for mass consumption, colorized to be shown to the young and old to those who didn’t know better. In many cases, large amounts of viewers of Turner’s colorized classics were probably not even aware that the original films were in black and white. So in effect, Turner was attempting to change history, selling the masses the idea that movies like Casablanca were in fact color films. It was a shrewd business move to take loved films and try to broaden their audience by making them in more accessible color, destroying the art behind a black and white composition.

Where Off Color Films differs from Ted Turner, is that the audience for and intent of the colorization is vastly different. The colorization gimmick is not something to rope in the masses or to change the history behind a film by trying to make it seem modern. The audiences for Carnival of Souls, Night of the Living Dead and Reefer Madness will never be mainstream, they are cult audiences for cult movies. Because of such, audiences for these films will likely already know about the films’ historical roots, and that the colorized versions are indeed only gimmicks to encourage fans to celebrate the film in a new light. The key distinction is therefore this: Turner’s methods were to destroy a film’s roots to rope in more audiences, while Off Color’s methods are to give the existing niche fan base a new way to experience their favorite cult classics. One has motives for profit, the other has motives for strengthening the bonds of film fandom. In that regard, the colorization of Off Color’s films seems much less sinister than the same practice done by Ted Turner.

One would argue that regardless of whether colorization is in celebration of a film or not, it should never be allowed. A film is made to be scene a certain way, and that is the only way it should be displayed. While this innocent assumption is indeed commendable, it neglects the audience of a film. A film is different than a painting or other pieces of art in that it is something that is experienced en masse. Part of the magic in seeing a film is not is what is on screen, but who is in the audience and how they react. During the new House of Wax, when Paris Hilton gets her demise, an older man in the bottom row began a slow clap. This got a huge laughing reaction from the audience, and eventually everyone partook in the clap until the whole theater was uproarious in claps and laughter. It was a moment that made what would have been an ordinary moment when viewed alone a totally celebratory one in the comfort of a good audience. That is the magic of film, the shared company of so many people experiencing and reacting to the same piece of art. Film is a medium that became one for the masses, and therefore it must be recognized that in a small way the audience helps to cultivate the very art they consume.

So in essence, film is not a medium that can be entirely controlled by the director or whomever owns the rights. Even if a film is released with the utmost precision, there is no way to force viewers to stare at the screen the entire time, without saying a word or getting up to get popcorn. Audiences experience films how they want, and indeed they should, since it is their medium too. There is no way to completely control a film, and therefore you get things like colorization or the Mystery Science Theater approach of making the audience even more important than the film itself. While I don’t care for colorization or the better-than-thou mocking found in the Mystery Science Theater approach, I have come to realize that in the case of Mike Nelson and Off Color Films, such mediations by the audience are done by fans of the film, and they have the right, or at least the ability, to experience a film in whatever way they wish. They do these things out of love for bad movies, celebrating the lasting legacy of film as a medium for the masses. If they are making fun of the film or not, we must all at least realize that Mike Nelson and all his loyal followers, enjoy this type of viewing technique because they, at the very least, appreciate the very films being altered or mocked. In a perverted way, the Mystery Science Theater approach really is a celebration of the art of film consumption, and must therefore be respected (if not enjoyed) as an alternate way of experiencing the movies.

With that out of the way, let’s examine the limited supplements on this disc. Firstly, the colorized version of the film is the main attraction, but the black and white version is included as a special feature. So while people (like myself) may object to the colorization of films, at least the black and white version is there for purists to appreciate. The Mike Nelson commentary, which is the big draw of the disc, is available for both versions of the film, and it should not disappoint those who appreciate the Mystery Science Theater brand of humor. I actually enjoyed this track a little more than the limited ones I have seen for Theater, mainly because Nelson’s annoying little comrades are nowhere to be found, and his disparaging humor is better when it is more subtle like it is here. He does manage to pepper in background information amidst all his joking, which is a nice gesture, although the track mainly remains put-down funny. Nelson resorts to many small-town and southern jokes, as well as jabs at the Foley work, organ score and make-up. There were times when I wondered if he ever liked the film at all, but considering how many times he has seen it I will give him the benefit of the doubt. Mystery Science Theater fans will no doubt enjoy.

The other supplements are sparse, with colorized trailers(!) for Carnival of Souls, Night of the Living Dead and Reefer Madness the only other video-based extras. There are also a few text-based pages of random tidbits from the film, most of which will be pretty obvious to any fan of the film. It should also be mentioned that if this release is bought from Off Color Films’ website, it will come autographed by Mr. Nelson himself. Apparently the film will be released later on this year without such limited edition credentials, so fans who haven’t already snagged this disc will want to do so as soon as possible.

Final Thoughts

inline ImageCarnival of Souls is a classic of the horror genre, every bit as eerie and important today as it was forty years ago. This new Off Color Films release of the Director’s Cut attempts to provide Carnival’s devoted audience with a new way to experience the picture, and for fans of Mystery Science Theater, such an approach will be deemed a success. While the colorized version destroys the expressionistic compositions found in the black and white version, it nevertheless sets the ground for a more lighthearted and celebratory approach to the film. Nelson’s commentary is pretty mocking, but fans of the film should have fun with it. The inclusion of the black and white version of the film makes this release, at the very least, a cheaper alternative for those not willing to spend the top dollars for Criterion’s superior release. While the 5.1 remixes for the film don’t really work too well, the video is still pretty good. For those looking to have fun with a great film they’ve scared themselves over many times before, fun can most definitely be had with this new Carnival of Souls DVD.


Movie - A
Image Quality - B+
Sound - B-
Supplements - B

Technical Info.
  • Black & White/Color
  • Running time - 1 hour 23 minutes
  • Not Rated
  • 1 Disc
  • Chapter Stops
  • English DTS 5.1 (Color only)
  • English Dolby Digital 5.1 (Color only)
  • English Mono (Black & White only)
  • English Closed Captioning

  • Colorized and Black & White versions of the film
  • Commentary with Mystery Science Theater's Mike Nelson
  • Trivia
  • Colorized trailers for Carnival of Souls, Night of the Living Dead and Reefer Madness

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Old 05-22-2005, 09:41 PM
A wonderful review.

I think you did justice to the appeal that the Mike Nelson commentary had. I bought the film for that and while criterion may be the better overall disc this film was well worth the purchase price to me.

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