By John Corrado

★★★½ (out of 4)

Nightmare Alley is Guillermo del Toro’s followup to his surprise Oscar winner The Shape of Water. It serves as both a remake of the 1947 film noir of the same name and a new adaptation of William Lindsay Gresham’s novel from a year earlier, with the beloved filmmaker delivering an expertly acted and beautifully crafted take on the source material.

Del Toro’s version is a lengthy but absorbing film that very much operates in the space of classic noir, telling a very dark, character-driven story that is rich with deception and double crossings. It’s not a horror film, despite some elements of the genre, but rather a psychological thriller, and one that has been brought to life with immaculate production design and cinematography that fully transports us into its world.

The film is set in the late 1930s and early 1940s, and the story unfolds around a man named Stanton Carlisle (Bradley Cooper), who is first seen dragging a body into the floorboards of an old house and setting it alight. Stanton is an enigma, a man of few words, when he stumbles into an old carnival run by Clem Hoately (Willem Dafoe). He is put to work in the geek pit, an exploitative and cruel sideshow attraction featuring a desperate alcoholic plied with booze and drugs to devour live chickens in front of paying audiences.

Because geek shows have been outlawed, the carnival is constantly on the run and able to pack up and move on a moment’s notice to evade authorities. Stanton’s shameless carny sensibilities make him an ideal right hand man for Clem. When Stanton starts falling for Molly Cahill (Rooney Mara), who has an act involving electricity, he decides to start his own mystic show with her, using tricks that he learns from the carnival’s resident psychic Zeena Krumbein (Toni Collette) and her alcoholic husband Pete (David Strathairn).

From here, Nightmare Alley sort of morphs into a different movie, turning into a two-hander between Stanton and Dr. Lilith Ritter (Cate Blanchett), a psychiatrist that he tries to pull into his schemes by convincing her to give him clients to dupe. Their scenes together are the highlights of the film, with a dark, psychosexual tension running through them. Despite the soft snow that we see falling through her office window, we can feel the heat inside.

The whole ensemble does solid work. Cooper really sells his character’s transformation over the course of the film, and Blanchett is ravishing as an icy cool femme fatale. Del Toro uses the rest of his all-star cast sparingly but wisely, with actors like Mary Steenburgen and Richard Jenkins, who show up as two of Stanton’s targets, able to leave their mark despite limited screen time. For his part, Dafoe delivers a mesmerizing scene where he explains the process of hiring a geek, and Collette shares a very memorable scene with Cooper beside a bathtub.

The performances are complimented by the film’s outstanding visual style. Like The Shape of Water, much of the film was shot right in and around Toronto, with del Toro and his production design team recreating an old carnival on the Markham fairgrounds. It’s a living, breathing set, allowing the actors to walk through it and exist in the space in a way that adds another level of immersion to the film. In one sequence, Stanton goes to retrieve the runaway geek in a classic funhouse with eyes and spirals adorning the walls, and we can feel him moving through the location.

Dan Laustsen’s cinematography further draws us in, with a constantly moving camera that appears to float through the frame as it tracks from side to side. Laustsen also stages several classic noir shots, including an all-timer of Cooper looking up from under his fedora, his blue eyes seeming to appear in the darkness. This is all topped off with a very good musical score by Nathan Johnson (a late replacement for Alexandre Desplat). It’s also worth noting that the entire production had to be shutdown in March 2020 and go on hiatus for several months due to the COVID-19 pandemic, but these behind the scenes troubles are not at all evident in the finished film.

The first hour of the film takes place at the carnival, before shifting focus for the latter two-thirds, and there are some pacing issues in this first stretch that make the film feel a little lopsided. The film is long at two and a half hours, though I’m not sure what scenes could have been cut from it. The last act, when things all start to come full circle and click into place, is the most classically action-driven, leading to a great final scene that includes some of the finest few minutes of screen acting this year.

The 1947 film, which starred Tyrone Power in the role that now goes to Cooper, is one of the most cynical studio pictures of its time, and del Toro is able to capture this darkness. His film delivers a handful of genuinely chilling and disturbing moments, that del Toro and his editor Cam McLauchlin hold on just long enough to leave a lasting impact, culminating in the haunting final frame.

Nightmare Alley opens in theatres on December 17th.