Carnival of Souls is a 1962 American psychological Horror film directed by Herk Harvey. The plot follows a young woman whose life is disturbed after becoming the sole survivor of a car accident. Trying to put the incident behind her, she moves to Utah to take up a job as a church organist. Unable to assimilate with the locals, her life is soon interrupted by visions of a ghoulish stranger. As her visions become more frequent, she finds herself strangely drawn to an abandoned carnival on the outskirts of town. The alluring, deserted carnival may hold the secret to her tragic past.

Carnival of Souls features an organ score by Gene Moore. Employing various guerrilla filmmaking techniques and shot on a shoestring budget of only $33,000, Carnival of Souls has become a cult classic and has been praised by critics and film scholars for its cinematography and its stark, foreboding atmosphere.

Waxwork worked closely with the owners of the original Carnival Of Souls film elements which have been restored by and archived in the vaults of the Academy of Motion Picture Arts and Sciences. AMPAS restored the soundtrack from the film's original soundtrack negative, allowing the holders of this historical film to provide Waxwork with the best possible source material.