Produced by Steve Rothery and recorded with engineers Stewart Every and Mike Hunter, Carnival of Souls marks the first release from The Wishing Tree. The project originated as an outlet for Rothery’s acoustic and melodic compositions outside of Marillion. While Hannah Stobart is credited with additional vocal melodies, the majority of the music was written by Rothery, with lyrics provided by John Helmer.

The album has notable ties to Marillion’s history; the track “Nightwater” was originally rehearsed for the Seasons End (1989) sessions, resulting in a co-writing credit for Steve Hogarth. The recording line-up features Marillion bassist Pete Trewavas and Enchant drummer Paul Craddick, with backing vocals on two tracks provided by Jo Rothery.

The 2001 Racket Records reissue expanded the original release with an enhanced portion featuring live videos of “Hall of Memories” and “Starfish,” alongside two audio demos: “Man the Hunter” and a traditional arrangement of “She Moved Through the Fair.”