Nightmare Alley – A cautionary tale about the dark side of American capitalism

“I was very interested in a story about destiny and humanity,” says visionary storyteller Guillermo del Toro, who journeys into the most arrestingly dark, sweeping and realistic world – the cinematic world of film noir with Nightmare Alley, exploring the murky lines between illusion and reality, desperation and control, success, and tragedy.

Nightmare Alley moves from the inner circle of a 1930s travelling carnival, a realm of shocks and wonders, to the halls of wealth and power where seduction and treachery reside.  At its core lies a man who sells his soul to the art of the con.  This is Stanton Carlisle (Bradley Cooper), a drifting hustler who transforms himself into a dazzling showman and manipulator so masterful he comes to believe he can outwit fate.  As Stanton makes his delirious rise, del Toro tracks a reckless American Dream running off the rails. 

“There are only two stories that are worth telling in any form: a character that wins everything and a character that loses everything,” says del Toro.

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Bradley Cooper in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

Stanton Carlisle begins as a literal nobody, a man who has ditched a scarred past and is so desperate to separate himself from his origins that he decides to join a passing carnival and become a member of a world unto itself. Stanton’s rise through the ranks of the carnival troupe continues onto the higher echelons of American society all against the background of the great depression in America.

The film is based on William Lindsay Gresham’s fatalistic novel published in 1946 about a charismatic huckster consumed by uncontrolled ambition 

Naturally drawn to the macabre and profoundly human world of carnival sideshows, del Toro saw Gresham’s novel as autobiographical and wanted to explore the murky lines between illusion and reality, desperation and control, success, and tragedy.  He saw it as a cautionary tale about the dark side of American capitalism.

Richard Jenkins, Guillermo del Toro and Bradley Cooper during the filming of Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

“This is the first of my movies that, although it has a magical atmosphere, is not mannered or stylized.  It’s set in a reality that is identifiable and immediate,” says Del Toro, who consciously wanted to stretch his filmmaking in new directions. 

Cate Blanchett and Bradley Cooper in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

The character of Stanton Carlisle kept growing on the set, where Cooper says the atmosphere encouraged both collaboration and boldness.  “Undoubtedly the best environment to create in is one where the director opens up the gates to everybody’s potential.  When people feel safe, they will take risks and really start to show their souls.  That was the atmosphere of Nightmare Alley, and the cast that Guillermo brought together was just insanely inspiring.”  

Like Cooper, Blanchett started at the root level of Lilith’s voice, the voice that pokes into Stanton’s dark corners as he lies on her couch.  “I wanted it to be a voice that could go inside his brain.  Like a demonic Jiminy Cricket, a noir Jiminy Cricket,” she muses.  

“She’s a lone wolf and that’s where she and Stan connect.  They are both running from the past, and they can see a similarity between them. Lilith is also someone who’s interested in both the practical and mystical sides of psychoanalysis, so that’s part of why Stanton intrigues her. She’s trying to work out what makes him tick as she’s a bit of a shaman herself.  Their entire relationship takes place in her office, so we thought about that set as being not just a physical space but a psychological space.” 

“Noir is an American tragedy, it’s existential dread”

Del Toro continues “And it comes from the clash between the foundational, pastoral idealism and the post-World War, post-Great Depression shock that exposes the underbelly of the American Dream. The urban, industrial merciless world we are becoming in the first half of the 20th century.”

With sharper edges than any movie he’s made, the Nightmare Alley is a true hardboiled tale of crime, betrayal, and scathing comeuppance.   Even within its dusky contours, it retains a mythic quality and probing humanity that define such del Toro classics as Pan’s Labyrinth and The Shape of Water.

Within Nightmare Alley there are seething layers of corruption, vice, lust, betrayal, and cosmic absurdity that build as Stanton learns to cynically prey on the human need to believe in something outside themselves and our world.  Avoiding the trademark visual aspects of noir, del Toro keeps the story speeding forwards, as Stanton’s life becomes a harrowing circle.

“I wanted to render a classic story in a very alive and contemporary way.  I wanted people to feel they are watching a story pertinent to our world.” 

Indeed, in its visceral realism, the film takes on the urgency of a moral fable of fate’s bill coming due, structured to end with a bang.  “When an audience is invested in the story of a person’s rise, their greatest fear is the fall and that fall can be very emotionally strong,” says del Toro. 

Cate Blanchett and Bradley Cooper in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

The Screenplay: Adapting A Nightmare

It has been nearly 30 years since Guillermo del Toro first considered adapting Nightmare Alley. It was a project pitched to him by his frequent collaborator, actor Ron Perlman, while they were getting to know one another after shooting del Toro’s very first feature film, Cronos, in 1992. “I’d love to remake that movie,” Perlman told del Toro, referring to the 1947 version of Nightmare Alley made by 20th Century Fox for star Tyrone Power.

It would take del Toro the better part of three decades to return to Nightmare Alley, deciding to do another version of the book and let the original movie stand on its own.

Seeking a project on which to collaborate with writer Kim Morgan, Del Toro co-wrote the screenplay with Morgan, who is also film critic and journalist with a love of cinematic history.  Coincidentally, they were both admirers of the original novel, so they began by researching William Lindsay Gresham only to discover the author’s own life echoed Stanton Carlisle’s to a remarkable degree.

Kim Morgan and Guillermo del Toro © 2021 20th Century Studios All Rights Reserved

It was Morgan who reminded him about Nightmare Alley. Morgan had identified in the novel was precisely what had attracted del Toro all those years earlier. The dark, unforgiving themes of the novel were, understandably, softened in the adaptation to the screen in 1947, as Hollywood operated under the Hays Code, locking the production into what del Toro describes as a kind of “moral cage”.

Del Toro and Morgan knew that, if they were going to write the screenplay, it would have to be completely unafraid to show the dark underbelly of America that Gresham’s book had captured. It paints a picture of an unforgiving world of scoundrels and thieves, and a carnival society in which “freaks” become sideshow entertainment, and men are exploited for their vices, drugged and forced to perform as “geeks”. And its themes resonate as strongly today as they did at the time.

In 2010, the novel was seen anew as a pinnacle of mid-Century noir, among the most entertaining, hard-bitten reflections of modern society.  In their adaptation, Morgan and Del Toro also bring the women’s stories to the fore, and we follow Stanton’s arc as he becomes entangled with each one. 

“Thematically, I’m very interested in exploring the genre from a different point of view. Instead of a femme fatale, I have three very strong female figures and an homme fatale,” says del Toro. 

Toni Collette in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

The savvy mentalist Zeena (Toni Collette) relishes the physical passion she finds with Stanton and opens his worldview on how to operate in America.  The disarming ingénue Molly (Rooney Mara) falls hard for his deceptive, aspirational optimism.  And the big city psychoanalyst Dr. Lilith Ritter (Cate Blanchett), herself a survivor of physical and psychic damage, sees through Stanton and sets out to manipulate the manipulator in a bid for self-claimed justice. Each helps Stanton harness his skills, yet they each watch him choose the most insidious path at every fork in the road. 

Del Toro and Morgan equally steeped their screenplay in the mood of post-Depression America.  The adaptation is set in 1939, just as the nation had barely recovered from one World War and entered another, and as the country faced stark divisions.  “This time was in many ways the birth of modern America,” observes del Toro.  

In an era before television, the travelling carnival was the epitome of live, local entertainment for the masses.  The visitors transformed one muddy, small-town field after another promising to mystify, provoke and make a hard life a little more magical. As much as they offered alluring fairy tales to audiences, beneath the paint, tinsel, and outrageous claims, they could be exploitive and dehumanizing to their performers.  But they were also alternate communities for people who would otherwise be on the margins.

Bradley Cooper and Rooney Mara in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

Del Toro was captivated by this world of human contrasts and wanted to go deeper. “The carnival is an incredibly close-knit, hermetic society. It’s a place where people keep their secrets, and many are escaping a life of crime or a past they had to leave behind.  And yet, they form a strong society.  It’s almost like a microcosm of the world.  Everybody’s there to swindle everybody.  But at the same time, they know they need each other, and they protect one another.”

Del Toro and Morgan also found themselves reading up on the history of the geek show, which takes on an epic significance in Nightmare Alley. Though outlawed in multiple states, it was often a carnival’s biggest money-making draw, and the truth behind the geek show was far more unsettling.  “It’s important that this movie is set just after World War I because that’s when many men were coming back from the war with addictions,” explains del Toro. “Some of those addicts became geeks are willing to eat live animals for their substance of choice.”

The carnival geeks were usually opium junkies or alcoholics deprived of their fix, willing to do anything to avoid withdrawal.  In the carnival hierarchy, the geek was the lowest in their societal pecking order, reviled and pitied even by carnies.  Pulled from dark alleys in the dead of night, the geek is everything Stanton fears about himself. 

Del Toro and Morgan not only looked to Gresham’s striking descriptions to create a transporting carnival world but also to one of the most controversial, now celebrated films of the early 20th Century:  Tod Browning’s Freaks.  The 1932 revenge drama cast a diverse group of actual sideshow performers in what was then considered a scandalous horror film that staked out forbidden territory. 

For del Toro, the storytelling process is near-infinite, and the script is not an endpoint.  During casting, as is typical of del Toro, some actors received a personalized bio of their character, replete with childhood backgrounds, psychological insights and even secrets the actors were never to divulge.

Cate Blanchett and Bradley Cooper in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

Crafting the Screenplay

“We wrote it completely in an ideal position, because we said, ‘Let’s just write it without thinking about getting it made,’” says del Toro. In the true spirit of noir, del Toro and Morgan knew they could channel Stanton’s story into a narrative that would reflect the concerns of contemporary society in a post-truth era, but they were less sure others would see it the same way. “And as happens every now and then, the studio immediately loved it and they wanted to do it.”

The process of writing the screenplay involved del Toro’s usual curation of movies art and music to use as touchpoints.

“We watched a lot of pre-code movies,” says Morgan. “We weren’t thinking in noir tropes, but there is so much great dialogue in the novel, and we wanted to capture the rat-a-tat delivery that was common then.”

“We wanted to go beyond the familiar noir slang” adds del Toro. “We discovered a lot of vernacular I’d never heard. Things like, ‘We’re eggs and coffee,’ which means, ‘We’re fine.’ Or, ‘That round-heeled slog,’ which means a sort of promiscuous woman.’ A lot of the speed and construction of the dialogue needed engineering that is not contemporary.”

“And I looked at American realist painters” adds del Toro “Thomas Heart Benton, Grant Wood, George Bellows or even Andrew Wyeth. And novels like They Shoot Horses, Don’t They?, The Day of the Locust or Miss Lonelyhearts.”

Kim Morgan and del Toro sat down together at first, but soon found a rhythm in which they would each do a pass of the script and then hand it off to the other. “When you’re adapting a novel, it’s hard,” laughs Morgan. “I kept wanting to add things and he’s like, ‘This is going to be a miniseries if we’re not careful.’ You have to think cinematically.”

However, del Toro says Morgan challenged his notions about what belonged in the movie right through to the end, including a pivotal scene del Toro wanted to omit that Morgan insisted belonged in the film. “In every sense, Kim was right about that one and I was wrong,” del Toro notes, careful not to disclose any spoilers for those unfamiliar with the novel.

Music had also played an important part of the writing process. Del Toro continued a tradition for him of developing a playlist of music to listen to while writing. When he wrote The Shape Of Water, he was additionally able to bring many of the songs over into the script itself, and onto the movie’s soundtrack. The same happened with Nightmare Alley, where the song choices were given added depth by Morgan’s ideas.

Bradley Cooper and Rooney Mara in Nightmare Alley. Photo by Kerry Hayes. © 2021 20th Century Studios All Rights Reserved

Guillermo del Toro

Guillermo del Toro is among the most creative and visionary artists of his generation whose distinctive style is showcased through his work as a filmmaker, screenwriter, producer and author.

Born in Guadalajara, Mexico, del Toro first gained worldwide recognition for the 1993 Mexican-American co-production Cronos, a supernatural horror film, which he directed from his own screenplay after beginning his career working as a special effects makeup artist. His subsequent films include Mimic, The Devil’s Backbone, Hellboy, Pan’s Labyrinth, Hellboy II: The Golden Army, Pacific Rim and Crimson Peak.

Del Toro earned international acclaim as the director, writer and producer of the 2006 fantasy drama Pan’s Labyrinth. He was honoured with an Oscar nomination for his original screenplay for the film, which won Academy Awards for Art Direction, Cinematography, and Makeup. In all, the film garnered more than 40 international awards and appeared on more than 35 critics’ lists of the year’s best films.

Most recently del Toro’s The Shape of Water, which he also wrote, produced and directed, was nominated for 13 Academy Awards® and won 4 Oscars including Best Picture.

Kim Morgan

Screenwriter Kim Morgan is also a film and culture writer. Her work has been published in Sight & Sound, the Criterion Collection, the Los Angeles Review of Books and the New Beverly Cinema, among other publications. She has presented films for Turner Classic Movies and was the guest co-director of the 2014 Telluride Film Festival.