Herk Harvey was a Lawrence, Kansas-based director and producer of industrial and educational films for the Centron Corporation. While vacationing in Salt Lake City, he developed the idea for the movie after driving past the abandoned Saltair Pavilion. Hiring an unknown actress, Lee Strasberg-trained Candace Hilligoss, and otherwise employing mostly local talent, he shot Carnival of Souls in three weeks, on location in Lawrence and Salt Lake City.