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The following is an edited transcript of the review above.

Nightmare Alley is a neo-noir film from Guillermo del Toro, his latest project since winning multiple Oscars for The Shape of Water four years ago. He’s back now directing a remake of the black-and-white 1947 film, also of the same name, which itself was based on the incredibly grim and haunting 1946 novel, again of the same name, by William Lindsay Gresham. It’s a classic American tale about an overly ambitious carny turned mentalist turned criminal, so not much of it gets lost in this seemingly endless translation of adaptations.

The film begins quite strong with Bradley Cooper as Stan Carlisle, gliding out of a mysterious dark past like something out of a dream sequence taken literally, as he exits a burning house and walks right up to a rural carnival filled with all manner of intriguing entertainers who immediately take him in as one of their own.

There’s Willem Dafoe as Clem, the group’s defacto leader; Toni Collette as Zeena, a fortune teller with tarot cards up her sleeve; David Strathairn as Zeena’s alcoholic husband who eventually trains Stan in the art of conning people by getting into their heads; and, finally, Rooney Mara as Molly, the windswept beauty Stan has eyes for almost right from the start.

As Stan becomes more and more adept at being a mentalist, he expands his reach outside the carnival to swindling the rich and well-to-do in the big, purposefully nondescript city, putting him in the crosshairs of the film’s expected Lauren Bacall-esque femme-fatale, Dr. Lilith Ritter, a steely psychologist played by Cate Blanchett, who’s on to his schemes and how. It’s in this section that Nightmare Alley abruptly switches from being a moody, atmospheric, and at times even light drama about quirky strangers becoming family into more of a psychological thriller, where the noir elements truly kick into greater effect.

This is also when Nightmare Alley descends into its least interesting material, with an overlong second act that finds itself guilty of the same sin the film apparently preaches against. Ultimately, Nightmare Alley in all its mediums and adaptations has always been about the dangers of indulgence. If there’s a deadly sin it seems to prioritize, it’s certainly gluttony of the human spirit, a desire to want so much at the expense of what you already have and could have in the future.

The first main problem of the film is also one of its key strengths. Bradley Cooper delivers a convincing, engrossing performance, despite his age in the casting distracting from the thematic arc of the entire picture. He’s written as a young and hungry enthusiast ready to see the world, but he’s Bradley Cooper and at best looks like a man well past middle age.

That doesn’t mean Cooper can’t do a role like this, but to play to the strengths of his appearance, the script clearly should’ve pivoted to a different angle for his character, reflecting on a man whose storied past comes back to haunt him no matter how far he runs. Instead, we have characters barely older than him calling him “young buck” and treating him like he’s barely out of high school, with only the faintest implications that he’s lived a life.

It’s a jarring narrative choice that cuts the viewer right out of the immersion, which is arguably what most audiences want the most from a del Toro film, particularly one where he’s clearly inspired by not just the noir genre by way of Fallen Angel, but Tim Burton at his most 90s.

The rest of the performances range from fine to good, with Richard Jenkins pulling in a late-stage turn that invigorates a somewhat sleepy second half of the film. Tim Blake Nelson comes in at truly the last minute to round out the film’s impacting ending, and honestly, if you can’t nail the ending of Nightmare Alley, which has long been one of the most resonant, leave-the-theater-like-you-just-witnessed-something-important finales, then you have no business diving into this funhouse mirror of pitch black noir. Fortunately, del Toro takes a sledgehammer to the source material, but in a good, maybe even better way.

This is far from del Toro’s best work, but it’s one of his most expansive and ambitious in quite some time, particularly when it comes to the world-building, production design, and cinematography. It’s no small feat to adapt a black-and-white film—rightfully praised for its crisp cinematography and poetic contrast—into lush color without losing the vein of what makes this seedy underworld ring true…or false. I hope del Toro continues to make massive movies based on lesser-known material like this for years to come, but if the studio system does come knocking for whatever reason, at least give the man a comic book movie set in the Batman universe.

For now, we’re fortunate to have Nightmare Alley, an adult movie for adults that isn’t ashamed of that fact, and it’s certainly an attraction worth its ticket price. Just be sure to manage expectations, lest you be swindled.

Nightmare Alley opens in theaters starting December 17 through Searchlight Pictures.

Jon Negroni

Jon is one of the co-founders of InBetweenDrafts and our resident film editor. He also hosts the podcasts Cinemaholics, Mad Men Men, and Rookie Pirate Radio. He doesn't sleep, essentially.

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