Courtesy of Searchlight Pictures

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Incompetence and corruption are central to Nightmare Alley, a noir fable about an ambitious con man. Director and co-screenwriter Guillermo del Toro is known for creature features, and while there is nothing supernatural in his latest release, some of his characters are downright monstrous. Parts of the film are immersive, thanks to strong supporting performances and colorful production values that exaggerate urban versus rural settings separated by more than socioeconomic class. But there is too much ambition and bloat, to the point where the story of one man’s downfall goes in too many directions. It is ironic, since its best twists could lead to a memorably lean, vicious film.

When we meet Stan (Bradley Cooper), he is a man of few words. He’s left home under mysterious circumstances, and finds work in a traveling circus. Menial labor is all he is good for, at least until he starts learning the tricks of the trade (everyone calls him “kid,” as a running gag—despite Cooper being well into his 40s). Stan sees the power each sideshow act has on the audience, as well as the deception that makes such acts possible. Whereas longtime carnies such as Clem (Willem Dafoe) and Zeena (Toni Collette) view their craft as little more than a vocation, Stan discovers an addictive sense of superiority. Despite warnings from his fellow carnies—veterans such as Dafoe and Collette bring instant credibility with them—Stan develops a new “mentalist” act with Molly (Rooney Mara), who falls for his charms. The upper crust become their targets, not the saps in the Dust Bowl, and their deep pockets bring an added sense of danger.

Nightmare Alley is the second film adaptation of a novel by William Lindsay Gresham. The first came out in 1947, with Tyrone Power playing the lead role. Aside from the color palette and special effects, the biggest difference between the films is how del Toro and co-screenwriter Kim Morgan opt to “show” and “tell” each deception. The original moves at a steady clip, trusting the audience to keep up, whereas this Nightmare Alley grinds to a halt so we learn, along with Stan, each new detail of the business. Sometimes this approach is necessary—the term “geek show” is not as ubiquitous as it was in the 1930s and ’40s—except the film suggests that del Toro does not trust the power of his own imagery. Shrewd audiences can fill in the missing holes—at least that’s what the filmmakers behind the 1947 version believed. Between the frequent “lessons,” and the additional historical subtext, del Toro’s “kitchen sink” approach tries too many things at once.

All the digressions have the added effect of diminishing Stan’s descent into hell. His character development is the film’s lodestar, our way of understanding each betrayal and daring deception, though the bloat means it unfolds out of necessity, and not inexorably. Noir is a moralistic genre because we understand each choice the noir hero makes—even when they are horrific—and we can trust the film will restore order by having the hero fall lower than they imagined. To its credit, Nightmare Alley does all that, albeit without tying it so strongly to character. Later in the film, Stan falls into an elaborate scheme with Lilith (Cate Blanchett), an unscrupulous psychologist whose manipulation is not as explicit as the genre usually gets. Blanchett is seductive as a femme fatale, maybe a little aloof, but her final scene with Cooper leaves more questions than answers.

Del Toro and his team depict wildly different parts of midcentury America. There is an intense, almost wordless scene where Stan tracks a depraved geek through a fun house; the eye-popping practical effects also serve as clever foreshadowing. When Stan courts Molly with the assistance of a merry-go-round, we see how the carnival’s charms win over even seasoned performers. The latter scenes, including a wintry art deco depiction of urban wealth, are not as successful because they are outside of del Toro’s wheelhouse. Instead, and in search of vigor, the filmmaker pulls from his wheelhouse by injecting flashes of gore and violence—the film earns its R rating several times over. Though not always necessary, the crimson sprays of blood cannot cover characters who don’t sell their way into unscrupulous, violent conduct.

An intriguing subtext to Nightmare Alley is Stan’s attempts to erase his history. We see the occasional flashback, and Stan’s choices prove he believes social climbing will make him a better person. Characters do terrible things throughout this film, and yet nothing cuts deeper than when Lilith tells Stan, “You’re nothing but an Okie with straight teeth.” For all its overabundant exposition, that line sets in motion Stan’s true downfall, and where del Toro finally finds the inexorable path his film should have always pursued. Cooper is stiff for much of the film, except on this last path, which also opens up his performance and leads him to a kiss-off line that is more frightening and ghastly than anything leading up to it. Those final delicious, macabre minutes might be enough for you to forgive its discursions, if only because it is clear Stan finally realizes he can never forgive himself. 

Nightmare Alley opens in area theaters on Dec. 17.