Film Review: “Nightmare Alley” — The Greatest Con on Earth

By Nicole Veneto

With Nightmare Alley, Guillermo del Toro once again proves to be an unparalleled cinematic visionary whose commitment to craftsmanship continues to amaze.

Nightmare Alley, directed by Guillermo del Toro, now in theaters.

Bradley Cooper as Stanton “Stan” Carlisle in Nightmare Alley. Photo: Fox Searchlight

If there’s an overarching theme tying the films of Guillermo del Toro together, it’s that men — not vengeful ghosts, demons from hell, or sexy fish deities who eat cats — are the real monsters lurking in the shadows. It may be a cliché, but I can’t think of a better way to summarize this macabre mastermind’s thesis. Consider the tagline for his newest feature — “Man or beast?” The message may be the same, but del Toro’s latest film, Nightmare Alley, is a departure from the rest of his oeuvre: it’s his first not to feature any of the supernatural or sci-fi elements that one third of “The Three Amigos of Cinema” has famously built his career on.

For his follow-up to 2017’s Oscar-winning Cold War fairy tale The Shape of Water (a.k.a. the movie where a woman fucks the Creature from the Black Lagoon, lest we all forget), del Toro opted to readapt William Lindsay Gresham’s 1946 novel of the same name for the screen. But the shift away from giant mech fights (Pacific Rim) and haunted Victorian mansions (Crimson Peak) into the seedy underworld of film noir isn’t as drastic a change for del Toro as you might think. In fact, film noir is perfectly suited to del Toro’s signature brand of the grotesque. With Nightmare Alley, del Toro once again proves to be an unparalleled cinematic visionary whose commitment to craftsmanship continues to amaze.

Film noir buffs will already know the plot of Nightmare Alley from Edmund Goulding’s 1947 adaptation wherein Tyrone Powell starred as Stanton “Stan” Carlisle, a handsome drifter-turned-carney whose grift as a mentalist brings him fame, fortune, and subsequent ruin at the hands of a psychiatrist femme fatale. Though del Toro is a fan of Goulding’s version, his take on Nightmare Alley hews closer to the spirit of the novel, a property that was gifted to him way back in 1992 by frequent collaborator Ron Perlman (who plays Bruno the strongman). There are a couple of nods to the Goulding film but, overall, del Toro’s Nightmare Alley is his own interpretation of the source material. And if you’re a del Toro-fan like I am, you know that means you’re in for something a hell of a lot darker than Goulding’s take.

Del Toro doesn’t waste time dropping us into the lives of society’s have-nots at the dawn of World War II (notably, both the title card and credits sequence come at the very end): Stanton Carlisle (Bradley Cooper) lugs a dead body under the floorboards of his childhood home, sets it ablaze, and hits the road. His travels bring him to a carnival run by Clem Hoatley (the always great Willem Dafoe). With his good looks and talent for smooth talk, Stanton quickly finds a niche for himself helping “Madame” Zeena (Toni “I am your MOTHER!” Collette) and her boozer husband Pete’s (David Strathairn) psychic act. In exchange, the pair teach him the coded word system behind their old vaudeville mentalist show.

After Stan’s negligence causes a tragedy that complicates his relationship with Zeena, he goes off on his own as a mentalist, taking the carnival’s virtuous “Electra Girl” Molly (Rooney Mara) with him as his paramour and pretty assistant. A couple of years pass and their two-person act is now regularly pulling in gullible crowds of wealthy elites, eventually putting Stan in contact with psychoanalyst-to-the-rich Lilith Ritter (Cate Blanchett). Together, the two hatch a scheme to swindle the skeptical tycoon Ezra Grindle (Richard Jenkins, returning from his Oscar-nominated role in Shape of Water). To say things don’t go as Stan hoped would be underselling it, but let’s just say Ezra’s not the only one being conned.

One of del Toro’s biggest assets as a filmmaker is that he has a genuine love for whatever he makes, whether he’s working with his own original ideas like Pan’s Labyrinth or an existing property like Blade. What defines del Toro’s style isn’t a sentimental attraction to the weird and the supernatural, but rather how he delves into recurring concerns, like war and social stratification, in every one of his films. His aim is often to explore what turns men into monsters, and Nightmare Alley continues that quest. Stan’s downfall is tragic, but very much of his own making. Conning to survive is one thing, but running a “spook show” that carelessly indulges in people’s grief for fame and fortune is another matter entirely. Unlike Goulding’s Production Code–era adaptation, del Toro’s doesn’t offer Stan any romantic redemption, and the conclusion is all the better for it.

It’s on the level of craft where Nightmare Alley really shines, from the grimy, grotesque look of Clem Hoatley’s carnival to the opulently lit art deco interiors Stanton weaves in and out of. Perhaps the proceedings are a little too glossy to be considered a true film noir, but del Toro’s never been one for gritty realism. He’s a maximalist in every sense of the word. And if there’s suddenly a category for Best Lighting at every major awards show this season, Nightmare Alley ought to sweep.

Every week or so, I remember that del Toro has not one but two Oscars for making an R-rated Studio Ghibli movie. That fact never fails to put me in a substantially better mood. To me, he can do no wrong, if only because I can’t think of another living film director who is so enthusiastically committed to the aesthetics of the excessive. Admittedly, Nightmare Alley isn’t his best film: with a runtime close to two-and-a-half hours, even I began to get antsy in my theater seat. Nonetheless, del Toro is the king of an artistic alley all his own. If you’re looking to see a movie with Willem Dafoe in it without giving any more of your money to Marvel, then consider taking a stroll down Nightmare Alley.

Nicole Veneto graduated from Brandeis University with an MA in Women’s, Gender, and Sexuality Studies, concentrating on feminist media studies. Her writing has been featured in MAI Feminism & Visual Culture, Film Matters Magazine, and Boston University’s Hoochie Reader. She’s the co-host of the new podcast Marvelous, or the Death of Cinema. You can follow her on Letterboxd and Twitter @kuntsuragi for weird and niche movie recommendations.


  1. Jimmy Olding on December 29, 2021 at 1:06 pm

    It’s very hard for me to not compare the first Nightmare Alley – 1947 – with the current version, 2021. With the first version I felt there was a verisimilitude with the cast and art direction that shone thru their performance. The cast and crew in 1947 had tasted the sideshow acts with their own senses. They had studied the barkers, the marks. The lingo came off their lips as easily as a shred of tobacco from a roll you own. They came from a time when many rural counties had a poor farm and a pest house. (The latter term is for those stricken with incurable diseases: VD, TB and such.) They understood how quick life is.

    The first one had rapid pacing. There was no slowing down, no rear view mirrors larger than one used by a dentist. Once Stanton got the ball, he ran with it. Still, thru out the entire 1947 film there is the unanswered question that Stanton posed in the first reel: What makes a man become that? (The geek). Each film is a damning critique of raw capitalism. There are no rules, no safety nets. Feed on the weak, fleece the mighty, relief is for widows and orphans. You do not qualify. Not unlike Ace in the Hole and They Shoot Horses, Don’t They? America’s inhumane economic system get its due on film.

    The 1947 version uses Tarot as an abstract transitional device. It worked then, I think, because the public at large was not overly familiar with the deck. Like the impenetrable patois of the sideshow, the cards were present yet mysterious and potent. The older version showed more of Stanton’s life on the road after he flees the big city. His status is nullified, his tricks bring little from the crowds of hoboes. As in the 2021 version Stanton, hat in hand, tries one last chance to get a proper front in a side show. The reversal in the scene is that the Carny Boss shows Stanton the answer to his question: What Makes a Man do that? In the 2021 version, Cooper’s Stanton is granted the mercy of insanity. Power took a different position. In 1947 the Carny Boss asks: “You know what a geek is, don’t you?” Stanton’s reply: “Mister, I was born for it.” There was no contract confusion. And Power’s face becomes the total mask of destitution. With his last act of free will, Tyrone’s Stanton embraces his own enslavement. Like a fully cognizant equine he sells himself to the glue factory.

    My wife and I saw the 2021 version yesterday afternoon in Chicago. A few years back I remember when Noir City had a screening of the 1947 version Their brochure’s undertitle was ‘Ripe for a Remake?’ I am glad the 2021 version was made. See it in the theater while you still can. Escape to a world more like ours than we want to admit. Oh, need more? Do a duckduck: Fred Johnson Sideshow banners, click on images. Bye now.

    • Nicole Veneto on December 30, 2021 at 1:56 pm

      Thank you so much for the comment Jimmy! I didn’t have enough space or time to dig into the nitty-gritty of del Toro’s critique against capitalism at play here (and honestly I was too dazzled by the visuals and rich production design to get that part of my brain to work while watching), so I thank you very much for your detailed analysis.

      • Francis Bryant- Rodríguez on January 31, 2022 at 8:32 pm

        I saw the movie yesterday in Mexico a few days after it´s release here and personally I’d say there is no critique of capitalism but rather the contrary where the incarnation of evil is in a lumpen proletariat turned con man and his main victim is a tycoon capitalist. Comparing this film against del Toro first movie Cronos you will see there is a small critique of a capitalist who, in this case, wants to appropiate an old artefact from the hands of an old granpa which has turned him inmortally into a nosferatu vampire and who nevertheless is full of human charm. Under this comparison I feel Del Toro has gone steps backward from his beginnings.

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