NIGHTMARE ALLEY (2021, Directed by Guillermo del Toro)

M. Keith Booker, University of Arkansas

William Lindsay Gresham’s 1946 novel Nightmare Alley appeared during a very brief period—after the World War II need for solidarity against fascism and before the anticommunist purges that started with the House UnAmerican Activities Committee hearings beginning in 1948—when it was, for a brief time, possible to publish honest critiques of American society that would soon become unthinkable in mainstream American culture. More than anything, Nightmare Alley is an extremely dark denunciation of the rhetoric of the American dream, presenting that dream as the sort of cynically false promise that might equally well be offered by a carnival barker, a preacher, or a sophisticated conman. Many aspects of the novel accord well with the general atmosphere of film noir, which was, in the late 1940s, becoming a major phenomenon in American film, so it is no surprise that the film was very quickly adapted to film, even though many aspects of the film—involving religion, sex, and crime—could not be incorporated due to the restrictions of the Production Code that was then in effect in Hollywood. Interestingly enough, though, a second adaptation of the film—made by Guillermo del Toro in 2021 when the Code was not an issue—is, if anything, even more bowdlerized relative to the film, though it does introduce some new elements of visual aesthetics that make it an interesting film, indeed. It is, in fact, interesting enough to have scored an Oscar nomination for Best Picture.

The 1947 Film

Written by Jules Furthman and directed by Edmund Goulding, the Tyrone Power vehicle Nightmare Alley (1947) was unusual in featuring such a major star (usually in swashbuckling adventures); it also had an unusually large budget and unusually high production values overall, at least by the standards of film noir. The result is a film that has gained increasing respect in recent years, though the high-profile status of the film probably drew extra attention from the Code’s enforcers, while other noir films sometimes slipped under the radar. This initial film version of Nightmare Alley was thus forced to omit many elements of the novel, but it still gets away with a lot, while its combination of sordid content and slick filmmaking adds an extra element of strangeness from which the film actually benefits.

The film begins as Power’s Stanton Carlisle works as a carnival barker who seems to feel vaguely superior to most of the other carnival performers, including the alcoholic Pete, a former vaudeville star, and especially the carnival’s resident geek, the lowliest of the carnival’s motley crew. Carlisle flees the carnival after accidentally (apparently) causing the death of Pete by giving him wood alcohol to drink, thinking it to be moonshine. In one of the twists that occur so often in film noir, this misfortune turns out to be something of a lucky break, though Carlisle will be haunted by guilt over Pete’s death throughout the rest of the film.

Using techniques he picked up in the carnival (learned mainly from Pete’s wife Zeena, played by Joan Blondell) Carlisle goes on to become the star of a club act as a mentalist, aided by his own new wife Molly (Coleen Gray), the surprisingly innocent young carnival performer he had been forced to marry by the other carnies after their secret romance was discovered. Molly joins him in his club act, which is a considerable success, though he seemingly hits his real jackpot after meeting up with faux psychologist Lilith Ritter (Helen Walker), whose patients include many of Chicago’s rich and famous—who have shared with her secrets that allow her and Carlisle to bilk them of considerable amounts of money by playing upon their secret weaknesses and desires.

This portion of the film is perhaps the most interesting, as Carlisle here becomes essentially a spiritual conman, supposedly able to communicate with the dearly departed of wealthy clients, but also offering them general spiritual advice. In this sense, Carlisle’s spiritualism becomes a stand-in for religion—as Molly herself points out to him. This aspect of the film is considerable watered down from the novel, but it still comes very close to suggesting that religion in general is a con game built upon the needs of the vulnerable. Indeed, Carlisle often wins the confidence of his marks by employing the terminology and rhetoric of religion. He even cons Molly with this rhetoric, justifying one of his scams by telling her that it will help the mark develop religious belief: “A man’s faith is trembling in the balance. A man who was a confirmed skeptic about anything relating to religion now stands upon the threshold. … What should I do? Should I let the man’s soul be lost forever?” This critique of religion is, however, only hinted out and never really followed through to a logical conclusion, no doubt partly due to the ban on critique of religion built into the Production Code. Meanwhile, Molly immediately expresses skepticism about his argument, telling him that he is “goin’ against God.” It is perhaps no surprise, then, that she cannot ultimately resist blowing the whole plan, after which Carlisle is himself bilked by Ritter, leaving him penniless and on the run. Turning to the bottle (and thus following in Pete’s footsteps), Carlisle sinks lower and lower until, in the end, he is reduced to performing as a geek in another carnival (after failing to convince the carnival boss to hire him as the rather Orientalist “Sheik Abracadabra, a top-money mind reader”). Descending to geek status is too much for him, though, and he seemingly goes insane at having sunk so low, only to be reunited with Molly in the film’s false-ringing conclusion—though it is not clear whether she will be able to do anything to save him at this point.

The film thus neatly circles back to its beginning. But in film noir, which tends to depict a world that is messy indeed, such a neat structure is not necessarily a virtue. The carnival portions of the film (made more realistic by the construction of a full-scale carnival for use as a set) particularly dramatize the marginalized outsider status of so many noir characters, while the overall air of corruption and decadence is also typical of noir. The carnival itself, meanwhile, becomes a stand-in for the seamier side of consumer capitalism. Molly, an innocent young woman cursed by her love for a corrupt man, is also a type frequently found in noir, as is Ritter, who can hold her own with any man in terms of ruthlessness, corruption, and intelligence[KB1] . The two women thus form a “good girl/bad girl” pair of a kind often found in film noir.

Despite the Code forcing the film to water down certain elements of the novel, the 1947 film version of Nightmare Alley is extremely dark, even by the standards of film noir. Mark Osteen, describing Nightmare Alley as “one of the darkest films in the noir canon,” chooses to highlight it in the title of his book-length study of the way film noir reflects the failures of the American dream (1). For him, the film “dramatizes how the pursuit of happiness is transformed into a shallow consumerism by means of a therapeutic ethos that supplies cheap but ultimately unsatisfying solutions to existential questions” (249). With the beginning of the House UnAmerican Activities Committee’s anticommunist purge of Hollywood beginning in 1948, it is not surprising that Nightmare Alley never quite gained the respect it deserved as a film, something that is even more the case with the novel, which contains some overtly proletarian, pro-communist material.

The 2021 Film

Made over a period of several years during which production was interrupted by the Covid-19 pandemic, the 2021 film adaptation of Nightmare Alley was something of a labor of love for director and co-writer Guillermo del Toro. Shot by Danish cinematographer Dan Laustsen, who has shot several of del Toro’s films—including the Best Picture Oscar-winner The Shape of Water (2017)—this version is a gorgeous film that shows the kind of visual imagination for which del Toro is justifiably famous. And the cinematography of Nightmare Alley is impressive enough to have won Laustsen his second Oscar nomination for Best Cinematography, a nomination he also garnered for The Shape of Water. Though del Toro also released an alternative version that was fully in black-and-white, thus mimicking the look of actual noir films, the main version of his Nightmare Alley is in a muted color that still recalls the black-and-white look of noir films, while also providing a reminder that what we are watching is not authentic film noir but in fact belongs in the neo-noir category. As such, del Toro’s Nightmare Alley is a classic case of the postmodern “nostalgia” film as described by Fredric Jameson. Thus, while most elements of the 2021 Nightmare Alley are quite similar to the 1947 version (and this film is definitely more a remake of that film than a re-adaptation of the novel), it is set apart from the original film version both by the simple fact of our knowledge of its belatedness and by the distinctive look of the film, which is designed both to be entertaining and to call attention to that belatedness.

Nightmare Alley (2021) as Postmodern Nostalgia Film

In his highly influential theorization of the phenomenon of postmodernism, Jameson identifies “pastiche” as one of the key compositional strategies employed by postmodern filmmakers (and other postmodern artists). In this mode, which Jameson describes as “blank parody,” postmodern artists replicate both the style and the content of works of art from previous historical periods, the entire stock of previous cultural production becoming a sort of cafeteria menu from which postmodern artists can select material for use in their own work. This sort of cultural borrowing, however, is performed without any attempt to engage the source work in a critical dialogue that might revise our understanding or appreciation of the earlier work. For Jameson, one of the key examples of this sort of pastiche construction is the so-called nostalgia film, in which films such as the 1974 neo-noir classic Chinatown, one of his favorite examples, intentionally evoke the films of the past.

This sort of evocation is, of course, particularly effective when it involves a phenomenon such as film noir, which is so distinctive in terms of both style and content, involving a number of elements that are immediately recognizable to any viewers familiar with the original cycle of noir films. In the case of Nightmare Alley, meanwhile, this effect is further strengthened by the fact that it is a direct remake of a specific noir film even if it is not one of the better-known films of the original noir cycle. Such remakes, however, can be treacherous, and most of the best neo-noir films (like Chinatown or Body Heat) are not direct remakes, but simply lift elements from several different classic noir films and from film noir in general. In most cases, direct noir remakes have been a bit problematic, largely because—as in the high-profile case of The Postman Always Rings Twice (1981)—the remakes have been a bit too much like a directly updated version of the original, perhaps reformulated in color, with higher production values, and with elements of sex and violence that wouldn’t have been allowed under the Code.

Nightmare Alley announces that it will be a much more interesting sort of remake in its very first scene, a sort of prologue in which Stan Carlisle (now played by Bradley Cooper, though the actor can hardly be identified in this scene) is shown dragging a body through an abandoned house, then dropping it through a hole in the floor before setting the entire structure on fire, then walking away to go join the carnival. Why it might be necessary to drop the body in a hole in the floor if the whole house is going to be burned anyway is not made clear, but that only adds an element of strangeness to this scene. Further strangeness is added by the fact that this prologue introduces the muted color scheme of the film, which clearly does not correspond to anything in reality. Indeed, some viewers probably wonder if this scheme is simply intended for use in the prologue, setting it apart from the main film and giving it a dreamlike quality. In point of fact, though, this color scheme will remain in place throughout the film, visually divorcing the whole film from reality. Meanwhile, this first scene also anticipates the rest of the film in tht it includes a significant amount of computer-generated imagery that makes no attempt at realism but instead creates the same sort of overtly artificial effect as the color scheme. By the end of this brief prologue, the postmodern nature of this remake is clear. This film will make no attempt to present itself as a representation of reality. Instead, it is a declaredly premediated film that represents previous representations of reality, including the original 1947 film.

Why 'Nightmare Alley' Disappointed Weekend Box-Office - mxdwn Movies
Burn, daddy, burn.

In this sense, the color version of the film is significantly more interesting than the black-and-white version, which tends to look like a visual replication of the original film rather than a second-order representation and extension of it. Many aspects of the color 2021 film, in fact, go well beyond the look of the 1947 film (or any typical noir film), with its odd color scheme producing some of the same play with shadow and light that one sees in film noir, only more so. The strange perspectives and camera angles that occur so often in del Toro’s film add to this effect, as does the set design, with its heavy emphasis on 1930s-style art deco and other exaggerated elements that help to locate the film in historical time but also place it in a decidedly constructed and artificial version of its time period (at the end of the 1930s and in the early 1940s).

On the other hand, while the events of both the novel and the original film are clearly mired deeply in the Depression years of the 1930s, the first clear indication of the time period of the 2021 film occurs when, soon after Stan has joined the carnival, he is told by the carnival owner Clem Hoately (Willem Dafoe), “That little Kraut, the one that looks like Chaplin? He just invaded Poland! The balls on him.” This reference, of course, is to the facial resemblance (including moustache) between Chaplin and Hitler, which Chaplin himself would put to good use in his satirical takedown of Hitler in The Great Dictator (1940). It’s a very odd moment, one of the few lines in the film that verges on comedy, but a line related to one of history’s great tragedies (not to mention the fact that it occurs when Hoately and Stan are dumping the dying body of the carnival’s ruined geek on the doorsteps of a charity). Clearly, the mismatch between the line (made even more comic by Dafoe’s delivery) and its context (both historical and immediate) adds to the air of cognitive dissonance that is crucial to the impact of this film.

This line also identifies Stan’s arrival at the carnival as occurring shortly before the Nazi invasion of Poland, which began on September 1, 1939. Meanwhile, the only other specific historical marker in the film occurs a bit later, when Stan first visits Lilith in her bizarre, over-decorated office. As he arrives, she mentions the news that the U.S. has just entered the war, showing him a newspaper announcing President Franklin Roosevelt’s upcoming address to the nation and thus locating this action soon after the Japanese bombing of Pearl Harbor on December 7, 1941. These references to the invasion of Poland and to the bombing of Pearl Harbor locate the action of this film at a slightly later period than the earlier versions of Nightmare Alley, adding an extra element of tension and crisis to the action by placing it within one of history’s most critical turning points.

Film review: Nightmare Alley - InDaily
Stan and Lilith in her excessive art-deco office.

Meanwhile, that this film will not be a simple replication of the original film (or the original novel, for that matter) has already been indicated in the opening prologue. It will eventually become clear that the body being burned in that opening scene is that of Stan’s father. It also eventually becomes clear in the 2021 film that Stan has essentially murdered his father (by opening a window and letting in cold air to finish off the ailing old man, while Stan removes the father’s blanket and waits nearby, huddled against the cold). The opening scene thus becomes a very Freudian suggestion of the ways in which Stan’s problematic psychological makeup might be a product of difficulties with his father, though those difficulties are not clearly indicated in either film, as opposed to the novel, where they are quite clear with scenes of the father brutally beating young Stan and literally beating Stan’s beloved dog to death.

At the same time, Stan does not murder his father in the first film, something to which the Code censors would have almost surely objected. Interestingly, though, this murder also does not happen in the original novel. In fact, while the novel indicates clear reasons why Stan might have hated his father, it also makes it clear that he does not murder the old man. Stan does pay a visit to his ailing father at one point, but the father does not die during the visit; meanwhile, Stan remains cold and distant during the visit but does not literally freeze his father. Nor is the old man living in an abandoned house. He is, in fact, still living in a slightly decayed version of the home in which Stan grew up, tended by his second wife and somewhat proud that his son has become a preacher, not realizing that Stan’s church affiliation is a con. Del Toro’s film is, in short, a remake, but it is a remake that is willing, where necessary, to take creative liberties, including the adding of entirely new material that appeared in neither the novel nor the first film but was simply vaguely inspired by material in those earlier versions.

The Characters of Nightmare Alley

Other than the narrative of the murder of Stan’s father (which might be recuperated as a fantasy on Stan’s part), most of the narrative and characters of del Toro’s film are similar to those in the original film. Silver and Ward note that the characters of the 1947 film are “studies in film noir. People are shown as venal, gullible, and obsessed with success at any price.” They single out Lilith in this sense, noting that she “acts with an icy intelligence and suggests a woman of soulless ambition” (210). Lilith is, in short, a classic femme fatale. As with other aspects of the 2021 film, however, I would argue that Cate Blanchett’s version of this character—who comes off as deliciously evil, to the point of being unhinged—is not a classic femme fatale but a pastiche of a classic femme fatale. Blanchett’s performance is terrific—easily the best in the film—but it is just a bit too over-the-top. One could argue that, in his dealings with Lilith, Stan simply gets what is coming to him, but the malevolence with which Blanchett’s Lilith takes down Stan seems a bit excessive. Then it morphs into all-out sadism that goes beyond either of the earlier versions of the character—or beyond any explicable human behavior, short of psychopathology of a kind that goes beyond even Stan’s. Indeed, a close look, especially in retrospect, shows that Lilith’s betrayal of Stan occurs not just at the end of their relationship but is built in from the very beginning, as she slowly and carefully maneuvers him into disaster while meticulously dismantling his fragile ego along the way. Then again, Blanchett’s version of Lilith is not really meant to be a representation of any sort of believable human being. Instead, she is a representation of a decidedly fictional type, performing essentially the same function at the level of character that the muted color scheme and the slightly out-of-kilter digital imagery performs at the level of the visual. Just as the visuals recall the look of film noir but go beyond it rather than simply replicating it, so too does Blanchett’s Lilith recall the femme fatale of film noir but go beyond that precedent rather than literally duplicating it.

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The evil Lilith.

In the same way, Cooper’s Stanton Carlisle is in many ways a pastiche of the typical lost man character that one often finds in film noir, the hollow man who finds no real meaning within modern American life and then descends (sometimes inadvertently) into crime and corruption in search of that meaning. Characters such as Fred MacMurray’s Walter Neff in Double Indemnity or Edward G. Robinson’s Criss Cross in Scarlet Street are not really evil (or at least don’t start out that way): they’re just empty and unfulfilled, desperate for something to make their lives more meaningful. Even in the original novel and the original film adaptation, Stan is a rather extreme version of this sort of character. Neff and Cross, seduced by a femme fatale, make one bad decision and then are never able to extricate themselves from its consequences, but the two 1940ws versions of Stan make one bad decision after another, needing very little urging from anyone else. Cooper’s version of Stan, though, takes this aspect of the character to a whole new level, beginning with the murder of his own father and extending through the gruesome killings of Grindle and Anderson, all of which seem excessive actions for the way this character is portrayed in general.

Both Lilith and Stan, then, are what Jameson would call postmodern pastiches of their predecessor prototpypes in film noir. Moreover, as postmodern characters, they both have clearly allegorical dimensions, in keeping with Jameson’s identification of allegory as the characteristic mode of representation in postmodern art. That is, Lilith and Stan are not representations just of specific individuals (as conventional characters might be) but of broader social, political, and historical forces. In an aesthetic sense, they can be seen to be exaggerated versions of the femme fatale and the lost man from classic film noir. In this more allegorical sense, Lilith and Stan, as competing con artists, can be taken as stand-ins for the workings of American society as a whole, replacing the overtly proletarian critique of capitalism in the novel with a more vague and general depiction of American society as a dog-eat-dog competition in which all relationships are both transactional and agonistic, ultimately leading to defeat. In such a world, no matter who you are or how successful you might be in the moment, there will always ultimately be a bigger and meaner dog to come along and take you down.

Other than the key figures of Stan and Lilith, the characters of both versions of the film are reasonably similar, even though the 2021 film typically employs better actors, with performers such as Toni Collette (as Zeena), David Straithairn (as Pete), Richard Jenkins (as Grindle), and (especially) Dafoe being arguably better (in general and in this film) than their counterparts in the 1947 version, though none of them have quite enough to do here to exercise their considerable talents fully. Cooper probably lacks the on-screen presence of Tyrone Power, and one might argue that he is even miscast in the film, which requires that the character come off as sympathetic enough to serve effectively as the film’s point-of-view character but also as a wounded psychopath. Mostly, though, Cooper’s version of the character emphasizes the sympathetic as opposed to the pathological, and even his brutal killing of Grindle and Grindle’s security man comes off as occurring essentially in a moment of temporary insanity in which his actions are out of character. Indeed, one wonders whether del Toro might have added the murder of Stan’s father to his film so that Cooper’s Stan doesn’t come off as too much of a nice guy who just gets in over his head, reminding us that his murderous pathology is, in fact, an ingrained and permanent part of his personality.

If Cooper’s Stan doesn’t, in general, come off as murderous enough to commit the killings that he does under normal circumstances, I think one could also argue that, as the film comes to its dark, but almost inevitable, conclusion, this version of Stan also does not really seem to have fallen quite far enough to be primed to become a geek. He’s a bit scruffy and distraught, but that doesn’t seem quite enough to suggest that he is ready to resign his humanity altogether. Thus, while this ending is almost identical to the ending of the novel, it seems more forced and artificial, precisely because Cooper’s Stan doesn’t seem desperate enough to go to this length, as opposed to the novel, in which alcohol is depicted as an almost demonic force that has brought Stan precisely to this level. Meanwhile, Power’s wild-eyed Stan, at the end of the first film, seems much more deranged and much more ready for geekdom than does Cooper’s Stan, even if the studio did insist on moderating the demise of Power’s Stan by tacking on Molly’s attempt to recuperate him.

The Final Scene

The 2021 film ends as Stan agrees to play the “temporary” role of geek, knowing full well (from his earlier talk with Hoately) that it is meant to become permanent. Indeed, one of the things that adds poignancy to this ending, in both the novel and the 2021 film, is that the carnival owner feeds Stan a line meant to “trick” him into becoming a geek, but that Stan already knows this line and only pretends to fall for it. The film even adds an extra flourish by having Stan tearfully declare, when asked if the thinks he can handle to role of a geek, “Mister, I was born for it.”

Some have seen this ending as quite powerful. Carlos Aguilar, in a four-star review of the film, says that it “resounds as a tremendous tragedy.” Benjamin Lee was less taken by the film (which he calls “bloated Oscar bait”), but even he liked the final scene, which he calls “one of the year’s best scenes at the end of one of the year’s most disappointing films.” I would argue, though, that the problem with this ending is that we (and Stan) have already learned that no one is born for such a role. Geeks are not born but made, by a combination of life’s misfortunes, alcohol (in the 2021 film, spiked with opium), and the machinations of unscrupulous carnival owners. Stan’s declaration that he was born for this lowly role can perhaps be taken as an expression of self-loathing, as a suggestion that he believes he is the first person who was ever inherently low enough to be fated for geekdom from birth (a suggestion that perhaps also lays some of the blame for his fall at the feet of his despised father, who supplied him with his geek-worthy genes). At the same time, one could also argue that Stan’s final declaration calls attention to the contrived nature of this ending, which is in many ways as artificial as the watered-down ending of the first film. In other words, if the ending of the first film deviates from that of the novel in a way that seeks to mitigate Stan’s downfall and make it less absolute, leaving hope of recovery, the ending of the second film might be seen as deviating from that of the novel in a way that seeks to make it more absolutely and more completely abject. It is abject, however, in such a contrived way that the emotional impact is blunted, in keeping both with artificial and premediated nature of the rest of the film and with the waning of affect that Jameson associates with postmodern art in general.

Works Cited

Aguilar, Carlos. “Nighmare Alley.”, 17 December 2021, Accessed 10 February 2022.

Jameson, Fredric. Postmodernism, or, The Cultural Logic of Late Capitalism. Duke University Press, 1991.

Lee, Benjamin. “Nightmare Alley Review—Guillermo del Toro’s Trickster Thriller Is Light on Treats.” The Guardian, 6 December 2021, Accessed 10 February 2022.

Osteen, Mark. Nightmare Alley: Film Noir and the American Dream. Johns Hopkins University Press, 2013.

Silver, Alain, and Elizabeth Ward. Film Noir: An Encyclopedic Reference to the American Style. Overlook Press, 1980.