It was kinda Alfredo Hitchcock unsettling to me. Loved it with no color too.

the atmosphere was present but the screenplay was poor
so many movies, so little time

This is one of those subtle little fright films in which the whole spooky and unsettling mood is what makes it so creepy and effective.
I've been chasing grace/ But grace ain't easy to find

I'd say Repulsion is creepier.
There's something wrong with Esther.

Considering what I'd read, I was a bit disappointed in the 'creepy' department. Wasn't waiting for anything life changing, and I ADORED it, beautiful beautiful movie, but could've been a lot creepier for an old-budget early-60's flick with what was on display. I don't think this is a flaw to the film, just saying I don't think it was all that creepy. But beautiful
Harry !!.your hands are freezing !!

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This movie still creeps me out even though I have seen it many times. There have been many movies that have better known actors with bigger budgets that have not been able to duplicate this movie's haunting quality.

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Try The Haunting, far better than this mediocre fare.
While 1963's THE HAUNTING may be the best ghost movie ever, the "mediocre" aspects of CARNIVAL stem mostly from its shoestring budget.
Yet it's power to chill remains unaffected, in keeping with an end-of-the-world, early-'60s picture.
In fact, like NIGHT OF THJE LIVING DEAD five or so years later, the lack of budget just makes COS more shuddery and claustrophobic.
Non-sequiturs are delicious.

hey , what i wanna know is where did Tweety learn that move to disarm a knife-wielding
little dark meat? Stevenseagal-esque methinks.
yeah buddy

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The creepiest thing about this movie is that annoying lecherous neighbor who lives in the same boarding house with her. he's the kind of guy that just being around him makes you want to take a shower to wash any rememberance of him off of you.
I must agreethis movie definitely creeps you out without the gratuitous blood and gore of most "horror" flix. Alfred Hitchcock was an expert at scaring the snot out of you by just using suspense instead of grossness..

I would have to say that Rosemary's Baby 1968 was the creepiest horror movie I've ever seen,, and ive seen over 500 of em at least
are you going to bark all day little doggie,, or are you going to bite

I liked the movie, it had some great horror elements in it,, however I wouldn't put it up there with Rosemary's Baby or the Shining.
This was the post I was waiting for. Agreed in full. This was a good horror film, well worth watching for horror fans, but it did have some very criticizeable aspects to it, including the very predictable ending.
I doubt I'd put it in the top 20 of creepiest movies ever.

I liked the movie, it had some great horror elements in it,, however I wouldn't put it up there with Rosemary's Baby or the Shining.
are you going to bark all day little doggie,, or are you going to bite

I agree about this movie being creepy. The scariest scene to me was when the old dead guy was walking towards the girl, it cuts to the girl for a moment, and then it cuts backs to the old guy but with his face up close to the camera as he continues walking towards her. Seeing that made me panic a little, and I'm not usually scared by horror movies.
Welcome to my Nightmare- Freddy Krueger

i remember the first time i watched this film.. i was home, alone, my husband was at work near the end, i almost jumped such a creepy underrated chiller and Candace is fantastic.

I have to agree 100% with you. This film IS the definition of creepy. I love this film, and films like it. I bought it for 6.99 as a double feature disc with another film( I can't remember which one)but I found it a steal! I love this film!!!!

It's that early-'60s/JFK/TwilightZone/PSYCHO/ColdWar era end-of-the-world thing.
It's like ground zero for All Things Creepy.
And the shoestring budget just makes it more effective.

I almost never like this kind of video. It was okay for late night TV back in the day when they were all sponsored by used car dealers.
But this one is real. And as you say, none of that violence or stupid special effects with huge worms eating towns, etc.
I love it. Honestly, it's a really good film.

I recently got this film on dvd! It was indeed an good old-fashioned horror film! This film had almost NO violence in it, but it was far more creepy and scary than Jason, Freddy, Michael, or any slasher film will ever be! To make a scary movie, I think that a creepy atmosphere and creepy music is far more important than blood and gore! I also liked the fact that there was no gutter language or porn in this film, too!

I love this film! It creeps the heck out of me, every time I watch it! The first time those faces came out of the water, I almost wet my pants!
The music is superb, and the cinematography simply brilliant.
My favorite films,period, tend to be low-budget films. The filmmakers are forced to actually MAKE a story instead of concentrating on stupid CGI.
"I'd say this cloud is Cumulo Nimbus."
"Didn't he discover America?"
"Penfold, shush."

"Unsettling" is the perfect word for this movie. As well as it being scary in a traditional sense, there's something I can't put my finger on. Something to do with the weird dreaminess of it all.
K.R.I.T

"Carnival of Souls" was frequently shown on Chicago TV in the 1960s and 1970s and it never fails but to frighten me. It's a very unsettling film. I think it's a combination of the lead actress, Ms. Hilligoss, that it's filmed on some very odd locations (especially the deserted wrecked carnival) and the excellent cinematography. One doesn't really wish to analyze it, nor shall I - just let it happen.