Guillermo del Toro’s films deal with monsters that are both literal and figurative. While the filmmaker certainly uses supernatural and fantasy creatures to comment on the all-too-human evils of average people, his movies utilize a clear externalization of the monstrous, as literal creatures contrast visually and thematically with human sins. Nightmare Alley, del Toro’s latest picture, is the first to eschew the explicitly supernatural — there are no ghosts, vampires, fauns or demons present. In the past, such creatures could take the onus off of grounded, real-world atrocities; in Nightmare Alley, the crimes are brutally laid bare. That’s because, for the most part, this isn’t a film about obvious external crimes but internal, spiritual ones. While the movie is clearly made by the same stylist director behind such films as The Devil’s Backbone (2001) and The Shape of Water (2017), it never allows for the easy safety of genre escapism, wallowing instead in the bleak, grimy pool of film noir. 

Nightmare Alley is an adaptation of the 1946 novel of the same name by William Lindsay Gresham, and by extension a loose remake of the 1947 film adaptation directed by Edmund Goulding. At first glance, it isn’t clear why del Toro would wish to remake a highly regarded noir, however loosely. Yet the 1947 film, while remaining faithful to Gresham’s novel in spirit, was hobbled by the Production Code and studio meddling of the time — much of the more violent, lurid and explicitly sexual content of the novel couldn’t be included in that film, and 20th Century Fox head Darryl Zanuck refused to let a matinee idol like Tyrone Power star in the movie without it containing a redemptive ending. The 1947 Nightmare Alley, in other words, is a respected classic because of its clever subversions and subtexts, the film deftly sidestepping a series of imposed restrictions. Del Toro, co-writer Kim Morgan and the rest of the crew and cast of the 2021 film have no such restrictions, and are thus able to make their Nightmare Alley blisteringly uncompromised. In this way, the film becomes the best type of remake — one that doesn’t merely rehash material but rather builds upon what’s come before and surpasses it, acting less like a remake and more like a spiritual sequel. 

The 1947 Nightmare Alley is steeped in ambiguity (making it easier to fool the censors), whereas del Toro’s Nightmare Alley plays like a slow, steady descent into spiritual and moral Hell. Right from the opening shot, Stanton Carlisle (Bradley Cooper) is up to no good, dragging a dead body around and burning it up inside an isolated house. He drifts until he ends up at a remote carnival, where he’s roped into doing odd jobs for some pay and food. Seduced by the seedy underbelly of carny life as he gets a glimpse behind the scenes of how rubes are taken for their money, Stanton becomes the apprentice to the mystic Zeena (Toni Collette) and her alcoholic husband, Pete (David Straithairn). Both teach him the ways of manipulating an audience (while pointing out how Stan has a natural talent for it), and Pete even goes so far as to share an intricate code for how two people can communicate with each other during a show, creating the illusion of telepathy and mentalism. When Pete dies under ambiguously accidental circumstances, Stan seduces the open-hearted Molly (Rooney Mara) to run away with him and start their own act in upper class venues. Once their mentalism show is the talk of the town in 1941 Chicago, Stan meets the enigmatic Dr. Lilith Ritter (Cate Blanchett), a psychiatrist who records her sessions with patients, providing Stan with a way to learn about her rich clientele’s deepest secrets. Stan and Lilith make a pact to fleece some wealthy and powerful men out of their money with a “spook show” routine, where Stan will pretend to have insight into their lives and their recently departed loved ones. At least, that’s the initial plan, before things begin to unravel in true noir tradition. 

One of the issues Zanuck and the Code had with Gresham’s novel was its conflating religion with a sideshow-style grift, and while del Toro is far too moralistic and empathetic to make his adaptation anti-religious, Nightmare Alley unabashedly portrays a world barely hiding a deep moral and spiritual rot. Every major character, even the friendly Zeena and the optimistic Molly, has a cynical, world-weary edge to them; they barely register surprise when they’re inevitably let down or betrayed. This cynicism is certainly nothing new for the noir genre — Lilith is even portrayed as the classic femme fatale, while Stan is both the homme fatale and a clueless sap rolled into one character. Nightmare Alley skirts close to becoming a parody of film noir tropes, so on the nose is its representation of these archetypes. Yet the film escapes this trap by the fact that its point of view is uniquely attuned to the carnival world, a place where everyone is putting on some kind of act and each person knows they’re going to be fleeced sooner or later. Rather than pointing out the obvious moral failings and hypocrisies with characters like Stan and his wealthiest mark, the super rich self-loathing sadist Ezra Grindle (Richard Jenkins), del Toro and Morgan present their self-justifying efforts toward bettering themselves and others as poisonous. Stan in particular becomes a fascinating Patient Zero of sorts, spreading discord wherever he goes. Where Tyrone Power’s character is a charmer who’s all things to all people, Cooper plays Stan as a sponge-like blank slate, a person who absorbs everything around him and allows the people in his life to project themselves onto him. Del Toro’s Nightmare Alley is far less ambiguous than Goulding’s, save for Cooper’s performance — Stan barely reveals his true self, if there’s a self there at all, with the actor playing things close to the vest throughout. 

While Nightmare Alley’s characters are restrained, del Toro and his crew contrast that with a characteristically lush and opulent aesthetic. The movie follows prior del Toro works like The Shape of Water and Crimson Peak (2015) in the way production designer Tamara Deverell, costume designer Luis Sequeira and cinematographer Dan Laustsen create a heightened reality for the film. Lush colors contrast with moody blacks, large spaces are ominously intimidating and everything has a tactile look and feel. Nightmare Alley feels as dirty as it is chilly, the wintry cool visual palette barely masking layers of grime and grit beneath. The film’s knowing homage to classic Hollywood noir can be heard as well as seen in Nathan Johnson’s enjoyably melodramatic score, one which not only recalls Cyril J. Mockridge’s music for the Goulding movie but classic composers like Dimitri Tiomkin. It helps evoke the period of the film while commenting upon it, lending Nightmare Alley a sense of subversion that honors and pushes it past its predecessor.