Critics Pick

‘Nightmare Alley’ Review: Guillermo del Toro Taps Bradley Cooper’s Dark Side in This Bravura Carnival Noir

The 'Shape of Water' director assembles a dream ensemble for this spectacular sideshow attraction, including Cate Blanchett as the iciest femme fatale we've seen in ages.

Nightmare Alley

The world is one big carnival, and we’re all just suckers — or marks, in the parlance of the traveling grifters so effective at fleecing those poor rubes who are not with it — in Guillermo del Toro’s “Nightmare Alley.” A perfect match of material to auteur, William Lindsay Gresham’s pulpy 1946 novel and the shockingly dark studio picture it inspired give the helmer, hot off his Oscar win for “The Shape of Water,” a chance to go full film noir, resulting in a gorgeous, fantastically sinister moral fable about the cruel predictability of human nature and the way entire systems are engineered to exploit it — from carnies and con men to shrinks and Sunday preachers.

Building on the rise-and-crash arc of his “A Star Is Born” has-been, Bradley Cooper delivers another terrific, tragic turn as ambitious huckster Stanton Carlisle, proving an even better fit for the picaresque protagonist than Tyrone Power, who hand-picked the role in Edmund Goulding’s original Fox feature. First glimpsed as a fedora-sporting desperado trying to escape his past, Cooper’s Stan stashes a corpse and torches the crime scene at the outset, effectively setting fire to that iconic all-American image depicted in Andrew Wyeth’s “Christina’s World” painting. With that gesture, Stan cuts ties with respectable society and disappears into its shadows, finding invisibility first and then opportunity with a peripatetic troupe of tricksters run by Clem Hoatley (Willem Dafoe, whose devilish grin has seldom been better deployed).

Like a master magician, del Toro takes audiences inside the show, drawing back the curtain on the fading art of misdirection and illusion, much as the late Ricky Jay once did. Both entertainers are obsessive collectors of underworld secrets, selectively sharing their arcane knowledge while mesmerizing in the process, then catching us off guard when it counts. At times, the movie plays like David W. Maurer’s exposé “The Big Con,” openly detailing the mechanics of deceit, as when Clem reveals how he gets a guy to geek. At others, the hoax is on us, like how Cooper’s 100-watt charisma disguises what Stan is capable of. Here, for the first time in his filmography, del Toro banishes any touch of the supernatural, but there are still monsters aplenty.

Through Stan’s eyes, we discover a tight-knit community of outcasts and entertainers who tentatively accept a fellow sinner into their circle. But Stan is never truly embraced as “one of us” — that oft-quoted mantra of Tod Browning’s “Freaks,” the reigning classic of this milieu, against which “Nightmare Alley” must inevitably be judged — and for good reason. Cooper comes to the table with charm in spades. Though Stan doesn’t even know the meaning of “panache” when he first steps foot on the midway, in short order, he proves to be a natural showman, improving some of the carnival’s creakier acts and gaining Clem’s confidence.

While Stan sponges up every trick he can, especially those of rickety ex-mentalist Pete (David Strathairn) and his clairvoyant partner Zeena (Toni Collette), the others look at him with a certain wariness, as if sensing a scoundrel. It takes one to know one, perhaps, though there’s a touching sincerity among the show people, represented by Rooney Mara’s Molly — with her big eyes and modest dreams — and the way Ron Perlman’s strongman Bruno protects her.

Whereas the novel supplies Stan with an elaborate Freudian backstory — a lifetime of resentment over the father who disappointed and the mother who deserted him — del Toro and co-writer Kim Morgan prefer to leave the character’s past unspecified, inviting audiences to provide their own explanations for what he’s running from (turns out, the proverbial “black rainbow” that mind readers use works equally well for entertainers). In any case, it’s what Stan’s headed toward that matters: Like so many, Stan craves validation, fame and financial success, even if it costs him every shred of his integrity to get it.

And so, shortly after running away with the circus, Stan runs away from it, taking Pete’s little black book — a cheat sheet for a mind-reading act with real potential for someone with vision — and Molly along with him. If the first half of the movie is a sordid, grease-smeared look at life on the midway (clearly influenced by the Depression-era vibe of HBO’s “Carnivale”), then the next act is its boom-time antithesis: a stunning, art deco-styled excursion into high society, as the couple perform their act for tuxedo crowds at Buffalo’s swankest club.

It’s there at the Copacabana that Stan meets his match in local psychiatrist Lilith Ritter, so classily embodied by Cate Blanchett, as timeless a star as Hollywood has to offer, finally granted the femme fatale role “Carol” hinted she had in her. Right off, the impeccably coiffed head doctor suspects a phony, but Stan is sly enough to dupe her for a time — or so he thinks — showing up at her office (the film’s best set by far, with wood paneling that suggests Rorschach tests and so many sculptures in the style of Max Le Verrier) to suggest they team up to swindle her rich clients. In no time, Lilith has Stan on her couch, spilling his secrets.

Alternately conniving and seductive, the ensuing power dance between these two master manipulators puts “Nightmare Alley” right up there with “Sunset Boulevard” (with its sordid battle of the sexes), “There Will Be Blood” (where commerce clashes with religion) and other period studies of opposing forces. And true to the cynical essence of the noir genre, both sides are shown to be equally corrupt: The way Stan sees it, he and Lilith are in the same racket, leveraging what they know about the universal pillars of human desire — health, wealth, love — to give their customers false hope. “Fear is the key to human nature,” as Gresham observed, and both psychiatrists and spiritualists exploit it in their way (religion does too, though del Toro downplays that most damning dimension of Gresham’s critique).

Back at the carnival, Pete had advised Stan to steer clear of “spook shows,” where a mentalist pretends to commune with the dead. But Stan’s fatal flaw — the one most likely to trip him up — comes in the way this slick talker tries to compensate for his own sense of inadequacy by convincing himself that he’s superior to everyone else. A sworn teetotaler, Stan dismisses Pete as a drunk and figures he can fool gullible strangers into paying to speak with their dead lovers, sons and so forth. (Enter Richard Jenkins as a deeply damaged man with all the money in the world, looking to buy some peace of mind.) By the end, however, he’s hooked on booze and haunted by visions of his dead father — the nightmare alley of the film’s title.

There are few things more dangerous than a con man who believes his own spiel, and here, del Toro takes that dynamic to its inevitable conclusion. Once things escalate, the director can hardly resist a bit of the old ultra-violence — a weakness that infects nearly all his films, as he insists on pushing our faces into the gory, bone-crunching consequences of his characters’ behavior. He darkens some of the details from the book, so that the culprits “deserve” what’s coming to them, but for most audiences, the sight of mangled faces will be too much, especially after all the magnificent visuals del Toro and his creative team — especially DP Dan Laustsen, production designer Tamara Deverell and costume designer Luis Sequeira — have provided.

From re-creating a vintage circus with its pickled animal fetuses and hand-painted sideshow banners to evoking the stratospheric heights to which this social climber aspires, the movie ranks as the most stunning modern noir to behold since Brian De Palma’s “The Untouchables.” Dark as del Toro’s vision may be, it’s a glorious homage to an American experience all but lost to time. For centuries, carnivals of some kind offered an exotic alternative to small-town life, as customers willingly sacrificed their quarters for illicit thrills. And now that experience lives on, immortalized in a cautionary tale for the ages, its arc an elegant full circle, like the giant Ferris wheel that signals from afar that something wicked this way comes.

‘Nightmare Alley’ Review: Guillermo del Toro Taps Bradley Cooper’s Dark Side in This Bravura Carnival Noir

Reviewed at Academy Museum of Motion Pictures, Los Angeles, Dec. 1, 2021. MPAA Rating: R. Running time: 150 MIN.

  • Production: A Searchlight Pictures release and presentation of a Double Dare You production. Producers: Guillermo del Toro, J. Miles Dale, Bradley Cooper.
  • Crew: Director: Guillermo del Toro. Screenplay: Guillermo del Toro & Kim Morgan, based on the novel by William Lindsay Gresham. Camera: Dan Lausten. Editor: Camera McLaughlin. Music: Nathan Johnson.
  • With: Bradley Cooper, Rooney Mara, Cate Blanchett, Ron Perlman, Toni Collette, Mary Steenburgen, Willem Dafoe, David Strathairn, Richard Jenkins.