Continuing their trilogy of albums inspired by classic films, Pere Ubu move from the noir ambiance of The Lady from Shanghai to songs based on Carnival of Souls, director Herk Harvey's influential, low-budget horror movie from 1962. Lady from Shanghai revitalized the band's creativity, especially on songs like the equally catchy and unsettling "Mandy," which delivered dance-pop Pere Ubu style. Carnival of Souls goes even further, digging into the band's darkest, most challenging realms as well as surprisingly serene ones. Many of these songs came from Pere Ubu's score for the movie, which they developed and performed during The Lady from Shanghai tour; the stress of working so much acted as a crucible for this volatile album. As Midwestern experimentalists with a decidedly spooky bent, Pere Ubu are uniquely equipped to use Carnival of Souls' small-town surrealism for their own devices. "Dr. Faustus," one of the album's most score-like pieces, combines metallic percussion, spare guitars and David Thomas' muttered vocals into something rustic and rickety, yet threatening at a moment's notice (an effect the band magnifies on the epic 12-minute closer "Brother Ray," which the band describes as a prequel to Nathanael West's The Day of the Locust). "Carnival," which slows a lilting organ melody to a zombie's pace, could be a more literal exercise in horror music, but with Thomas threatening that "96 tears will burn your cheeks" and "monkey knows best," it's disorienting in the best possible way. Throughout the album, the band leaves their own mark on the film's iconic imagery. "Road to Utah" unfurls like a lonesome highway, its organ melody nodding to the film's original score by Gene Moore; more elliptically, "Visions of the Moon" reflects the isolation protagonist Mary Henry feels as the plot thickens. "Drag the River" captures the film's circular feel and visions of death so perfectly (hearing Thomas bellow "Moon-faced! Doom-struck!" is one of the album's most satisfying and terrifying moments) that it's virtually a musical spoiler. However, Carnival of Souls' most immediate moment, its "Mandy," is "Bus Station," which weaves Screaming Jay Hawkins' "I Put a Spell on You" into the film's oppressively monotonous world via herky-jerky rhythms and Thomas' sing-song delivery. Pere Ubu also manages the not-insignificant feat of tying this album to Lady from Shanghai thanks to newest member Darryl Boon's clarinet, which gives an alien yet vintage feel to songs as far-flung as the thundering surf-meets-metal workout "Golden Surf II" and the lovely "Irene," which reprises the allusions to "I Put a Spell on You" in oddly comforting fashion. Even more ambitious, rewarding and exciting than its predecessor, Carnival of Souls is a thrilling album that raises expectations for the trilogy's final installment to the skies.