In the 1962 para-noir thriller Carnival of Souls, three young women are inadvertently run off a bridge in a small town in Utah by a carload of hot-dogging teenagers. The sole survivor, a remote and mildly disoriented woman named Mary Henry, played with elegant reserve by Candace Hilligoss, tries to create the semblance of a life after the tragedy. Accepting a room in the local boardinghouse and a job as the church organist, she soon realizes that all is not quite right with her mind. Besides the strange fugues that sometimes overcome her while practicing in the church hall, Miss Henry suffers from hallucinatory visions of a ghastly man that seem as relentless as the lure of the abandoned carnival at the edge of town. After a climactic party scene at the carnival of madness and death, our suspicions are laid to rest: Miss Henry did not, in truth, survive the car accident. While the premise is neither innovative nor ingenious, it is realized with exceptional style and sophistication by industrial filmmaker Herb Harvey. Unlike so many of the low-budget horror movies of the early 1960s, Carnival of Souls is chilling, artful, and ultimately memorable. Sadly, it was to be Harvey's first and final attempt at a feature before he returned to his old life making municipal shorts for the classroom. The same need not ever be said of the Phantom Limbs. Their second full-length for Alternative Tentacles, Displacement, is, like their first, sonically sinister and lyrically surreal, sometimes gruesome and often graceful. But while Applied Ignorance anchored itself in the horror-house imagery of mummies, corpses, clocks, and candle wax, Displacement delves into the language of human psychology, an interest hitherto suggested only by the group's name -- the designation of a medical phenomenon experienced by amputees -- and by early songs such as "Piss on Them Lightly" and "Shut Them Out," which sneered at the cowardice of placation and people-pleasing. As the album title might suggest, Displacement focuses on the misdirection of uncomfortable feelings, from the venial sins of passive language, chronic detachment, self-pity, self-sacrifice, and self-pleasure to the more widely recognized maladies of promiscuity and drunkenness. Though the premise of Displacement might seem commonplace, the delivery -- so reminiscent of Carnival of Souls -- is anything but. Lead vocalist Hopeless, now going by the name Loto Ball, has honed his unsettling, unforgettable, strangled howl, imbuing even a seemingly innocuous line like "I'm shifting over to active verbs/ I'm taking on a new proactive slant/ I won't respond with passive terms" with undiluted demon's breath; Mike Klösoff hammers the skins with imposing, fascistic precision, which must invoke his rivals in other local bands to drool, cry, or spit; Jason Miller's guitar, at once villainous, hallucinatory, and disconcertingly familiar, spins webs between the Weimar Republic and San Francisco's own "Club 1984," but would be right at home on the Carnival of Souls dance floor; and organist Stevenson Sedgwick lords over them all, stomping up and down on his keyboard, as if he, not Miss Henry, were really on loan from hell. Fortify your soul and buy a ticket to the show, and if you notice anyone offering the Phantom Limbs hard cash to create TV jingles, tear off your own arm and beat him senseless. Additional fiends of no-wave noir who will be celebrating the Phantom Limbs' new album on Saturday, Sept. 6, at the Bottom of the Hill include Veronica Lipgloss & the Evil Eye and the Sixxteens, opening at 10 p.m. Tickets are $8; call 621-4455 or go to www.bottomofthehill.com.