Looking for a Halloween treat that won't rot your teeth, give you zits, bust your budget or add unwanted inches to your waistline? Your local video store may have just what the witch doctor ordered.

Carnival of Souls was a cut-rate film even by 1962 standards. Directed by industrial filmmaker Herk Harvey and starring a cast of complete unknowns, it cost just $30,000 to make. Yet 35 years after its release, it continues to fascinate film audiences and critics alike.

The plot is simple. Mary Henry (Candace Hilligoss) is cruising around town -- Lawrence, Kansas, no less -- with two friends, when they're challenged to a drag race.

The race meets an untimely end, and so do Henry's friends, when their car plunges off a narrow bridge into a muddy river. Both the car and the riders are given up for lost, but Henry somehow emerges from the water, her head muddy but unbowed.

Even so, life -- if you can call it that -- is never quite the same for Henry, who'd already made plans to leave Lawrence for a job as a church organist in Salt Lake City. On the way to Utah, she's stalked by a ghost-like apparition, a white-faced man with hollow eyes (Harvey). And she also becomes obsessed with an abandoned pavilion near Salt Lake City.

Fortunately for Harvey and for us, the director didn't have the money to turn Carnival of Souls into Lawnmower Man, so he worked the vein that made his low-budge boo-fest a classic of its kind: vague dread.

What's scary in Carnival of Souls is rarely what happens but what you think might happen, as the pale face that looms outside Henry's car window or behind the door to her room drives her already distracted mind toward the abandoned pavilion, shown usually at dusk, often in lengthy, expressionistic shadows.

Then Harvey ups the ante with a pair of sequences in which Henry finds herself unable to communicate with, or even make herself seen by, those around her -- an effect Harvey heightens by eliminating any sound but the clicking of Henry's heels for the duration of the episodes.

It would be easy to ridicule Carnival of Souls, with its cheesy musical score, mediocre acting, cut-rate sound quality and awkward dialogue. Most films made on less than nothing look it, and Carnival of Souls often does. But with its refusal to force a logical explanation for the events around Henry's hallucinogenic experience, in its failure to follow the tried-and-true pattern of distressed-damsel-gets-rescued-at-the-last-minute, Carnival of Souls helped put filmmakers like John Carpenter on the path to real horror.<

So send your friends home, turn out the lights, suspend your disbelief and let Carnival of Souls work its eerie magic on your jaded video pallet. You've seen better; you'll see worse. But you'll never again see one quite like this.

[ by Miles O'Dometer ]