Review: In Guillermo del Toro’s Noir Drama Nightmare Alley, Strong Performances Match a Bold Aesthetic

I’ve had enough conversations with director Guillermo del Toro (Pan’s Labyrinth, The Shape of Water) over the years to know two things about him: 1) he has the soul of an artist trapped inside the mind of a genre-loving kid, and 2) he’s been waiting to get a bit ruthless in his work for a long time. We’ve seen evidence of this second point in mild doses in his work for years, but with his telling of the Lindsay Gresham novel Nightmare Alley, he cuts loose in a way I’ve been waiting to see him do for ages. In many of his films, he wants us to like—or at least feel compassion for—his monsters, but here, he’s more interested in having us simply observe those who are wicked and decide if they are worth feeling any empathy toward. And he’s fine if we decide against doing so.

Nightmare Alley Image courtesy of 20th Century.

First adapted into the Edmund Goulding-directed film in 1947, del Toro’s Nightmare Alley has a similar approach to the material, including following the original’s structure so closely as to almost become a tribute to it rather than another take on the novel. At the same time, every element of the movie is pure del Toro. Every color shade and shape of the production design, every stitch of the costuming, even the individual props (many of which come from del Toro’s personal antiquities collection), are so specifically selected to convey something about the characters they are framing that you’re almost given no choice but to succumb to the film’s overpowering (in a good way) atmosphere.

Set in the late 1930s, the screenplay by del Toro and film historian (with a particular expertise in film noir) Kim Morgan (now the filmmaker’s spouse), tells the rags to riches story of Stanton Carlisle (Bradley Cooper), who begins the film down on his luck until he stumbles into a traveling carnival where he befriends the show’s resident clairvoyant Zeena (Toni Collette) and her often-drunk mentalist husband Pete (David Strathairn). Carlisle proves himself to be a quick study with a flair for showmanship, as he not only learns the tricks of the mentalist’s trade but also helps out some of the carnival’s other acts spice up their presentation. He takes a particular interest in Molly (Rooney Mara), who has an act based around electricity, which seems so on the nose as to be almost comical. She has a protector in the strong man Bruno (Ron Perlman), who vows to kill Carlisle if he hurts Molly, but Carlisle has other things in mind, like running away from the carnival with Molly to start up their own act and hopefully create a better life together.

Del Toro populates his carnival with great characters (including ones played by Willem Dafoe, Clifton Collins Jr., and Mark Povinelli) and great details in the signage and hidden wonders in the oddities museum that Dafoe’s Clem Hoatley character maintains. Clem teaches Carlisle the down and dirty ways of the carnival, including how to hook a sucker to become the carnival’s “Geek” attraction, which is essentially a grotesque, unwashed bum who is starved to the point where he’ll eat a raw chicken for an audience just for a drink and some scrap of food. Clem sees Carlisle’s value to the traveling show, but as mentioned, Carlisle has other plans.

The film takes a time jump of three years forward and a location switch to New York City, where Carlisle and Molly have a successful mentalist act that uses codes built into words that Molly uses to speak to a blindfolded Carlisle. They perform to high-society patrons at the finest hotels in the city, two shows per night, and they are clearly doing quite well. So well, in fact, that a local judge (Peter MacNeill) asks his psychiatrist, Dr. Lilith Ritter (Cate Blanchett in full femme-fatale mode), to test Carlisle’s ability before he asks for a private consultation regarding the judge’s son, who recently died in the war. Although Carlisle doesn’t usually dabble in “spook shows” (communicating with the dead), he sees an opportunity to make some extra cash and meets with the judge and his wife (Mary Steenburgen) about their son, whom Carlisle promises they will see in the afterlife.

There are several points during Nightmare Alley when we assume that things will turn supernatural, since Carlisle is messing about in areas he ought not to be, but del Toro keeps things on the straight and narrow, firmly based in the far more dangerous real world of powerful people who are used to getting what they want, especially when they pay large sums of money to acquire it. Carlisle’s success with the judge—thanks in large part to information supplied to him by his newfound accomplice in Dr. Ritter—leads to an even bigger fish in a very dangerous industry giant Ezra Grindle (Richard Jenkins), who has an incident in his past for which he has forever felt guilty. He is desperate to not only communicate with his dead long lost love, but have her manifest herself before him. This is a level of big con that Carlisle has never attempted, but the promise of a massive payday is more than he can resist.

The dynamic between Carlisle and Dr. Ritter is almost too powerful for this movie to contain, with Cooper and Blanchett chewing up scenery to find out who has the more formidable mind. She agrees to feed him information about her clients if he submits to therapy sessions with him, which he sees as a racket similar to his own—simply reading the signs and tells in a mark and feeding back to them what they want to hear. But she immediately begins to dissect moments from his childhood and quickly suspects that he is not only intelligent but uniquely dangerous when crossed, a realization she uses to her advantage throughout their encounters. There are many scenes between the two, but it never feels like enough because their chemistry is both dynamic and combustible. Carlisle’s confidence is his undoing, but it’s a weakness he shares with the doctor, so it becomes a waiting game to see who blinks first in their war of wits.

Nightmare Alley might be one of the purest examples of cinema that 2021 has given us. It’s achievements on a purely visual level are impressive, and the performances seek to match its aesthetic beauty beat for beat. The film’s soul is dark and most of its characters are irredeemable, and I loved it all the more for not giving into conventional ideas about Hollywood endings, while still allowing us to believe, even remotely, that some of these people might be saved. It’s a remarkable achievement, and I imagine the rewatch value of this work will be exceedingly high.

The film is now playing in theaters.

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Steve Prokopy

Steve Prokopy is chief film critic for the Chicago-based arts outlet Third Coast Review. For nearly 20 years, he was the Chicago editor for Ain’t It Cool News, where he contributed film reviews and filmmaker/actor interviews under the name “Capone.” Currently, he’s a frequent contributor at /Film ( and Backstory Magazine. He is also the public relations director for Chicago's independently owned Music Box Theatre, and holds the position of Vice President for the Chicago Film Critics Association. In addition, he is a programmer for the Chicago Critics Film Festival, which has been one of the city's most anticipated festivals since 2013.