I Can't Remember - Mowgai
Carnival of Souls (1962, directed by Herk Harvey, written by John Clifford) wasn't thought of as much more than a B-movie when it was released however it is now considered a horror movie classic influencing the works of zombie king George A. Romero and master of the weird David Lynch.
The film is about Mary Henry who, after surviving nearly being drowned, moves to a small town near an abandoned carnival to become their new church organist. Mary is independent, feisty and most definitely not religious but finds her modern views being tested when she begins to suffer from strange visions of a terrifying man and feelings of not being part of this world anymore. She is certain that all her answers lie in the abandoned carnival but will she like what she finds?
Due to the film's shoestring budget Carnival of Souls relies on atmosphere much more than it does on special effects (though being black and white instantly creates a certain eerie atmosphere). Because of this you most definitely do not need to be a typical horror fan to appreciate it - it is dreamlike and haunting rather than full of jump-scares and gore. The character of Mary and her sleazy creep neighbour John are straight out of a Hitchcock film. The ghouls hark back to the sinister torment of a German Expressionist film. The Gene Moore score shows off the beauty of the organ (very hard to do for a modern audience) and perhaps aided by the slightly distorted sound quality of the old film rounds off the haunted feel.
Carnival of Souls is now in the public domain meaning you can download it for free here or can watch it for free online (though if you do watch it online you will need a good pair of speakers to enhance the sound).
Then you can have a good old LOL watching the trailer for the 1998 Wes Craven remake: