If one had to pick a classic Hollywood noir for director Guillermo del Toro to remake in his own lushly grotesque style, Edmund Goulding’s sordid 1947 feature Nightmare Alley is probably a worthy candidate, if only due to its setting. The first half of the film unfolds amid the sequins and sawdust of a traveling carnival, before relocating to the tonier but no less florid world of a black-tie nightclub mentalism act. Indeed, it’s sort of remarkable that del Toro hasn’t already made a feature set in a carnival, circus, or freakshow. (The midway-like Troll Market in Hellboy: The Golden Army is about as close as he’s come.) It seems like a natural fit for the director: the baroque and kitschy trappings; the shabby and sleazy underbelly; the promise of illusion and mystery, with a whiff of transgressive menace.
Whether Mexico’s most acclaimed and stylistically distinctive filmmaker should be remaking classic Hollywood noirs is a different question. Del Toro’s sensibility is unabashedly gothic, but every goth conceals a secret romantic, a truism that his Oscar-winning modern fairy tale The Shape of Water (2017) made abundantly clear. And if there is any category of film that is decidedly unromantic, it is surely film noir, that most cynical and scabrous of genres. In a filmography replete with ghosts, demons, and much weirder denizens, a penny-ante crook undone by his own lust and greed feels like a positively exotic specimen. The prospect of a Nightmare Alley remake from del Toro thus elicits notably mixed feelings.
For better or worse, this new Nightmare Alley looks, sounds, and feels exactly as one would imagine a del Toro version of this story would look, sound, and feel. Its production design is darkly opulent, conjuring a slightly exaggerated version of World War II-era America, where the lingering dog-eat-dog desperation of the Depression lurks in the looming Art Deco shadows. The cast is stacked with great character actors in roles that seem hand-crafted for them: Willem Dafoe as a conniving carnival manager; Ron Perlman as a surly strongman; David Strathairn as a washed-up stage magician. Notwithstanding del Toro’s insistence that his film is a re-adaptation of William Lindsay Gresham’s 1946 novel, rather than a remake of Goulding’s feature, many of new film’s set pieces feel like extravagant elaborations on the original film, slathered in del Toro’s heightened, fantastical aesthetic.
Is this an ideal fit for a grubby story about a self-regarding grifter whose eyes are bigger than his stomach? Not really, but it may not matter all that much in the end. Although adorned with abundant occult and Catholic motifs, Nightmare Alley is del Toro’s first feature that incorporates no supernatural elements. No other director does “Man Is the Real Monster” stories so evocatively, however, and del Toro’s latest shares some thematic territory with his earlier films, especially his vampire fable Cronos (1993). What makes Nightmare Alley novel in the director’s filmography is how the noir form obliges him to reconfigure some of his more beloved tropes. Here the protagonist is not a wide-eyed, strong-willed beauty, but a charming scoundrel who keeps pushing and pushing to get what he wants, until his appetites drive him right over a moral precipice. Our hero is, in fact, a villain, and while his rival-slash-co-conspirator might be another, much smarter villain, the protagonist’s nemesis is actually himself. Underlining the point, an early shot in the film finds him stumbling past a funhouse mirror whose flaming signage commands, “Take a Look at Yourself, Sinner.”
In the 1947 film, Tyrone Power – then eager to shrug off his swashbuckling heartthrob image – portrays ambitious carny Stanton Carlisle as an over-eager, Brylcreemed dirtbag with a high opinion of himself. He relishes being a huckster rather than a mark, yet dreams of something bigger than barking at ticketed rubes. Power’s Stanton has no backstory, entering the film as a born carny with a hungry glint in his dark eyes. In contrast, the new screenplay by Del Toro and Kim Morgan re-imagines Stanton (Bradley Cooper) as a drifter with a shady past, slithering his way under the carnival tent first as a roughneck and then as an assistant to the psychic Madame Zeena (Toni Collette, looking very Veronica Lake). The film offers provocative glimpses of Stanton’s life before the midway – a burning house, a corpse under the floorboards – and gradually reveals a Freudian dimension to his psychology that Goulding’s feature barely suggested.
Perhaps unexpectedly, Cooper is quite well suited to this incarnation of Stanton. Even when his character is having the time of his life, the actor’s arresting baby blues always seem a little sad and haunted. And even when he’s being utterly sincere, his shark-tooth smile always seems to hint that he might be lying. Of course, the key to an effective con is a mark that desperately wants to believe everything they hear. Stanton gleans this and other bits of wisdom from Zeena’s husband, Pete (Strathairn), an alcoholic mentalist who once dazzled the salons of Europe with his impossible feats of clairvoyance. Pete takes a shine to Stanton, who is eager to learn all the tricks the old magician can teach, especially the elaborate linguistic code that he and Zeena once employed when performing. Soon, the observant and cunning Stanton is doing expert cold readings – at one point misdirecting an ornery local sheriff with his phony second sight – and wooing the sideshow’s “Electro-Girl,” Molly (Rooney Mara), with promises of a high-class show far from the grubby carnival life.
Two years and one suspicious tragedy later, and Stanton and Molly have achieved just that. Now working under the sobriquet “The Great Stanton'' and sporting a pencil-thin mustache, the former carny entertains the wealthy elite of upstate New York with his psychic act, with Molly serving as his lovely assistant. Their new lives seem happy and prosperous, but Stanton is always hungry for more. One night his show is derailed by one Lilith Ritter (Cate Blanchett), a vulpine psychiatrist who has puzzled out the mundane methods Stanton employs. Yet the mentalist is more intrigued than angered and soon proposes a more sophisticated con to Lilith: Using her insider knowledge of the sorrows and neuroses of Buffalo’s moneyed class, Stanton will perform convincing and lucrative private seances in which he appears to contact their dead relatives. Of course, this violates the rule that Pete once insisted on: No “spook shows.” Describing a man’s wristwatch while blindfolded is one thing; claiming that one can speak to his late parent, child, or beloved is quite another. Still, the rewards outweigh the risks, or so Stanton tells himself as dollar signs dance in his eyes and he and Lilith trade sopping-wet innuendo.
Psychiatry has a markedly different reputation now than it did seven decades ago, and although del Toro and Morgan’s screenplay updates some aspects of the story – omitting the original film’s shotgun wedding, for example, and adding sinister shading to moments that were once merely tragic – they preserve the period-appropriate skepticism about psychoanalysis. “We’re both grifters, lady,” Stanton observes cynically to Lilith, a remark that serves both to demystify the doctor’s strange science and to downplay the cruelty of the elaborate and perilous con they're planning. The rationalizations he offers to Molly – and perhaps himself – are more delusional and self-serving: He’s helping people, you see, providing them with a glimmer of hope and comfort from the great beyond. As Zeena admonishes Stanton at one point, however, a charlatan should be wary of falling for their own bullshit. When Lilith warns him about targeting ruthless tycoon Ezra Grindle (Richard Jenkins), her tone suggests the severity of the danger, but the smell of Mephistophelean sulfur hangs in the air. To a man as arrogant and grasping as Stanton, insisting that he should not do something is practically a gilded invitation.
The biggest problem with this new Nightmare Alley is its completely unwarranted 150-minute running time. Goulding’s film was already hefty for a Golden Age noir at 110 minutes, justifying it at least somewhat with its mid-film time jump and the attendant need to establish a new cohort of characters. Del Toro doesn’t expand the story’s events substantially enough to remotely justify 40 additional minutes. Not that the film wastes this time, exactly. If Nightmare Alley does one thing well, it’s sustaining an appropriate atmosphere of smothering doom even when the plot is barely crawling along. Del Toro’s film might not look or sound much like a classic noir, but it conveys the right sensation: We are watching a man who thinks he’s gotten the better of the Devil, even as he’s strolling obliviously straight into the jaws of hell. It’s perhaps the darkest film the director has ever made, if only because it follows Stanton’s inevitable damnation with such sickening, unyielding intimacy. Probably the smartest and nastiest change del Toro makes is at the very end, lopping off the original film’s final, moralizing lines in favor of a pitch-black callback joke that the viewer knows is coming – not that this diminishes its gangrenous impact one bit.
Like all of del Toro’s features, Nightmare Alley boasts sumptuous, meticulous design, which here evokes an R-rated storybook version of the FDR era. The scruffy carnival environment, with its flaking paint and gaudy canvas, contrasts sharply with the polished marble and brass of urban Buffalo. The film seems to be drawing some inspiration from Batman Returns (1992) – the best Batman, as far as art-direction geeks are concerned – with its vivid gothic and modernist spaces and its endless, swirling snow. Practically every shot is a feast of visual extravagance, but even del Toro enthusiasts may admit that it all feels a bit unnecessary, like adding ornamental filigree to a perfectly simple Saarinen chair. Noir is not a genre that requires extravagance: It is lean, mean, and rotten. Although del Toro is well versed in the evil that men do, he can’t resist festooning Nightmare Alley with his distinctive, sensational style. It’s undeniably luscious, but it doesn’t really harmonize with a stark story about a sinner’s profane rise and well-deserved fall.
Nightmare Alley opens in theaters everywhere on Dec. 17.