If You Love Filmmaking You Need to See 'Nightmare Alley'

From the cinematography to the costumes to the performances, Nightmare Alley descends in unison to its dark conclusion, skillfully marking every step on the staircase to hell with unforgettable cinematic imprints. 

If you love film and filmmaking, you’ll love this one. And you’ll recoil in horror.  

For the creative, it can also be a blueprint for crafting unique and compelling horror with an actual purpose. While filmic genre seems familiar and is often an empty postmodern exercise, Guillermo del Toro and his team transcend nostalgia and infuse the conventions of horror-noir using clever filmmaking techniques that point us to actual implications about ourselves as creatives, and as audiences. 

This movie has a message, for those willing to listen, about whether or not we can preserve our humanity. But before we go there, context is everything—so let’s start there. 

What is Nightmare Alley?

Nightmare Alley was first a novel from 1946 about traveling sideshows and carnies. We have to begin considering that time period. A person in a given town might not get out to see much of the world… ever.

They might see a few movies, they might listen to the radio and read a newspaper. But they’ll jump at the chance to be entertained by the traveling acts that would come through, and the strange oddities and performances on display would certainly be enough to thrill, shock, and entertain them. 

In truth, the work we do today as filmmakers is borne from these traveling shows, carnival acts, and vaudeville performances. This is a story about creative people and showbusiness, and it has every chance to be a cautionary tale.

After Gresham wrote the novel, Fox mega-star Tyrone Power asked studio mogul Darryl Zanuck to purchase the film rights. Power was a matinee idol and major star for Fox, but was interested in diversifying his onscreen personality with the dark noir piece. 

Zanuck forced changes and hated the film, pulling it from release. Only later in rerelease was it fully appreciated as an excellent entry into the noir genre, but also Powell’s career. 

Credit: Nightmare Alley 1947, 20th Century Fox

Guillermo del Toro’s adaptation is far closer to Gresham’s original, with no 40s-era Zanuck-type interfering because of how the public would perceive its star. 

This is important because the core of the story is about the nature of good and evil in a human being. Bradley Cooper brings a likability and humanity to the role early on that adds layers of complexity to its dark turns. 

On the surface, the property is a strange choice for del Toro, who is coming off Oscar success with The Shape of Water. The filmmaker often deals with monsters, magic, and fantasy elements crossing into reality. 

But it doesn’t take long to see that these themes are present in Nightmare Alley. It’s a story about using fantasy and magic to go to darker places, about very real monsters lurking in all of us, and in the act of entertaining. 

Unlike the kind of horror movies that shock people with killers, monsters, ghouls, and the like… Nightmare Alley is a truly upsetting film and one that should leave us all haunted. 

The film has its share of surface horror, but the true darkness among the deepest blacks put to celluloid. 

It’s almost nihilistic. 

Reflecting on the themes and meaning of Nightmare Alley brings to mind the famous Nietzsche quote: "He who fights with monsters should look to it that he himself does not become a monster. And if you gaze long into an abyss, the abyss also gazes into you." 

There is a central question to Nightmare Alley, from the book to the 1947 film to this film… it remains clearly at the core and even on the current poster.

Man or beast is one of the central questions of the film.Credit: 20th Century Studios

Film noir is more than camera angles and chiaroscuro lighting. It’s about existentialism. Which is, in a nutshell, about the nature of free will and morality. Stanton Carlisle is a perfect example of an existential anti-hero. 

Nightmare Alley applies to humanity in general, but it has a very obvious connection to show business and entertainment and forces us to reflect on our roles within that dynamic. 

It is in these dark corners that Nightmare Alley’s meaning lies, but there is so much in its craft that helps us get there

Crafting an inspired noir look for Nightmare Alley

There are many ways to ground an audience in a time and place. Filmmakers shoot on a medium or stock that is specific to an era, choose period costumes and props, shoot at careful locations to avoid modern elements—and the list goes on.

Nightmare Alley does a lot of this, but then also eschews a few of the obvious choices. For example, you might think the go-to decision would be shooting on film stock or in black and white. Or both! 

But Guillermo del Toro and his team do things differently. They shot on a digital format and gave themselves a certain degree of leeway in the process, allowing them to digitally enhance and replace elements, not for visual effects, per se. But to set the tone, and create the world. 

The skies, for example, were often replaced with more "painterly" images, in del Toro’s words. 

Del Toro chose the artistic movement of American realism for inspiration, and you can see it in his visuals, and hear it in Nathan Johnson’s score.

The result is a gorgeous piece of filmmaking. It captures the era through references to the art of the time. Countless filmmakers go to a period and spend time and money recreating worlds. Few do so as masterfully as Nightmare Alley.

And the references and inspiration do not just place us in the world, but they suggest meaning. Consider this painting, Christina's World:

Credit: Christina's World, Andrew Wyeth

Contrasting with this:

'Nightmare Alley'Credit: 20th Century Studios

One of the early sequences shows protagonist Stanton Carlisle leaving his troubled past (which includes a corpse and a burning building) in imagery referencing Christina’s World by Andrew Wyeth. Even if you don’t know Wyeth’s famous piece, you are familiar with its influence.

Here is what you might not know.

Wyeth’s painting is of a neighbor of his, Christina, who suffered from a disease that left her without the use of her legs. This image is of her struggle, as he put it, “was to do justice to her extraordinary conquest of a life which most people would consider hopeless.”

Whether you know the story inspiring the art or not, you react to its intent and design subconsciously. So it is with good art. So it is with Nightmare Alley.

The world of Stan Carlilse and Nightmare Alley is one of hopelessness. The Great Depression left many poor, willing to work but unable to crawl out of their predicaments. World War I had ravaged an entire generation in Europe and sent plenty of broken souls home to the U.S. as well.

More on those souls later.

Ironically, the American films of the time often depicted the exact opposite. Worlds full of rich people living happily, "high on the hog." Take the immensely popular "franchise" of films at the time, The Thin Man series. Nick and Nora are detectives for fun because they are so rich they can do whatever they want. 

'The Thin Man'Credit: MGM

This was far from the reality facing most Americans. Hollywood was selling dreams, not reality. 

And the business of selling dreams was booming in what would be Hollywood’s first golden age. During this era, very few movies touched on what the world outside of the studio set looked like, and those that did are all echoed in Nightmare Alley.

Sullivan's Travels is perhaps the most relevant one. It chronicles the journey of one rich filmmaker to discover what Americans really want and who they really are. 

'Sullivan's Travels'Credit: Paramount Pictures

Turns out, they just want the kinds of movies Hollywood is making, turning the film of Sullivan's Travels into an epic example of Hollywood’s own insecurity about its importance and role in the universe. 

A prime example of Hollywood buying its own act, and selling that back to the masses. Oh, wait... I sense something meta going on… 

This is part of the warning issued in Nightmare Alley!

Nightmare Alley's book and the Tyrone Powell film went in the opposite direction. They depicted the harsh cruelty of the "hope machine" and how easily those who seek to get rich through entertaining debase themselves and others, even without always knowing it. 

And the American realism movement was a reaction to the changes in culture and society in the 20th century, an attempt to show and express realities about regular people’s lives. Not heightened fictitious ones.

By 1941 America was at war again, and the golden age of cinema was usurped by film noir, which was, in part, an exploration of the pitch-black depths the world would witness in that conflict. 

The source material is deeply connected to that sort of darkness. Gresham wrote the book based on his interactions with a friend while serving as a volunteer in the Spanish Civil War. His friend was a former carnie, and told him all about the inner workings of the ten-in-one sideshows.

Note the hanged man tarot card, an important symbol in the 2021 film as well.Credit: Nightmare Alley, 1946

 As an editor of true crime pulps, once back stateside, Gresham put together the novel. Pulitzer prize-winning critic Michael Dirda said of it, “It's not often that a novel leaves a weathered and jaded reviewer like myself utterly flattened, but this one did.”

Gresham was living his own persistent hell. He had attempted suicide, was an abusive alcoholic, and his wife left him for author C.S. Lewis, taking both his sons with her. 

Gresham eventually turned to Alcoholics Anonymous, remarried, and continued to write, but poor health plagued him, and at 53 he checked into a cheap motel and killed himself, leaving business cards that said, "No Address. No Phone. No Business. No Money. Retired."

All the darkness of addiction and self-destruction are present and accounted for in the original text, mirroring its author's sad life. 

The visual influences on Nightmare Alley move from Wyeth on to other American realists like Edward Hopper. 

The haunting imagery, the big empty cold spaces, with tiny sparks of light or color creates almost an entirely new cinematic kind of noir. 

Credit: Nighthawks, Edward Hopper

The sense is that noir must be on film and in black and white, but del Toro and company open up noir to being colorful and bright, using the space in the frame, the contrast in the colors to craft the eerie loneliness. 

'Nightmare Alley'Credit: 20th Century Studios

But all the visual elements serve of course to tell the story, and the story is about a showman with questionable morality. 

What makes horror and noir similar? Del Toro said in an interview with Turner Classic Movies that the crossover was in their capacity to be parables. 

This particular parable begins with Stan Carlise, but it really begins when Stan Carlisle first sees the Geek show. 

The moral message and philosophy of Nightmare Alley

After Stan spends some time on a bus getting the hell away from a corpse and burning house, he comes upon a traveling carnival, what was called a “ten-in-one” back then.

He wanders into a “geek show.” 

'Nightmare Alley' (1947)Credit: 20th Century Fox

The geek show is advertised as a chance to witness a cross between man and beast. This creature can be watched by those willing to pay. Geek shows were, sadly, a real thing. 

They were outlawed for cruelty to animals and men alike and were only a constant in the lowest brand of traveling acts. Like the one Stan goes to. 

The "creature" is not a beast at all, but a man who has been caged and mistreated. An addict or recluse, or mentally unwell individual stands in a ring, and chases live chickens, biting off and eating their heads. 

Nightmare Alley frames the Geek show as a question. Is this a man or a beast? Carnie boss Clem Hoately, played by Willem Dafoe, asks the audience the question. 

There is an immediate sense of reflection, the awareness that who is the true animal, the person in the circular cage performing the act, or the onlookers? Or… the carnie boss? 

What about us? The audience of the film? 

Stan is a part of this dynamic, as he watches, fascinated. Soon he’s working for Clem, and his first task is helping him secure the geek one night when the geek gets loose from his cage. The search takes Stan into a funhouse, a gloriously dark and sick set-piece, where Stan, searching for this tormented soul, gets a look at his own tormented soul in a funhouse mirror. 

More meta-madness for us all. 

Stan also is framed now by circles, a motif that continues ever since he saw the initial geek show. 

'Nightmare Alley'Credit: 20th Century Studios

He's framed by circles and watched by eyes... 

This moment is, in monomythical terms, the crossing of the first threshold. Stan literally enters the darkness here, having his first of many important interactions with the geek.

Stan goes on to learn the tricks of many a carnie trade from an excellent cast of characters, played perfectly by this incredible ensemble. 

In another fascinating moment, when trying to glean the art of the "cold reading" and mentalism acts from Pete and Zena (David Strathairn and Toni Collete), Stan is confronted with his own nature as an archetypal character. 

Pete and Zena demonstrate the act they used, and Stan is befuddled, and when the cold reading happens, it’s dead on. We know that Stan has the dark confusing past with his father that Pete has now used his powers to determine.

Stan asks how Pete did it, and Pete reveals Stan isn’t that hard to read because—well—he's a stock character of sorts with daddy issues. 

There are already Oedipal themes all over the place in Nightmare Alley. And not just the obvious (Stan has slept with Zena and we think killed his father), but the subtextual ones as well. Keep in mind, the idea of free will vs. fate is the core one in Sophocles’ Oedipus Rex. 

And remember what we said about existentialism? And the human capacity to choose a moral or immoral path? To impact one's fate? 

We’ll get back to this. 

There is another meta-meaning going on though. 

In the "act" Pete and Zena teach Stan, the audience is a mark. The victim of a con. The goal is to hook them. 

These are, in fact, things the filmmaker or creative artist always endeavors to do. Aren’t we creating stock characters that audiences can relate to, so they leave a film feeling that they experience something? That it happened to them?

Aren’t we the conmen? 

Pete warns Stan of the greatest danger of all—the danger is believing the act yourself. This manifests as “the spook show,” an instance where a soothsayer or mentalist tricks the mark into believing that they can contact the deceased.

Stan has no interest in being wary. He commits more heinous acts to rise faster through the performer world, taking the young naive Molly (Rooney Mara) along with him as part of his new act as a mentalist. 

Beyond the nefariously hard-earned secrets to the act itself involving verbal cues and other methods of deceit, Stan employs the skill of “cold reading” over and over throughout the movie. 

It’s his superpower.

'Double Indemnity'Credit: Paramount Pictures

But power is the problem. As Stan rises, he falls more in love with this the power it gives him, leading him to hot readings, where utilizing privileged information from a femme fatale psychologist Lillith Ritter (played by Cate Blanchett), he starts to prey upon very wealthy marks and taking a lot of their money in the process. 

Lilith and Stan play excellent noir cat and mouse in a few sizzling scenes at her office, a beautiful recreation of deco noir. The sets are ornate and perfect, the dialogue crisp and sexy. 

These scenes between Cooper and Blanchett belong in the annals of film noir history with Garfield and Turner in The Postman Always Rings Twice, or Stanwyck and MacMurray in Double Indemnity. 

'The Postman Always Rings Twice'Credit: MGM

Cinematically speaking, it simply doesn’t get any better than this. The storytelling has happened in every corner of the film, the narrative progress reflected in outfits, locations, lighting, and of course performances. 

We have left behind the dusty mud-caked world of the sad carnival and we are in an ornately decorated high-rise, magnificent Citizen Kane-like estates, with Stan sporting double-breasted suits and a Clark Gable style ‘stache. 

All the while this imagery is perfectly noir in its own right, continuing to feel lonely and dark despite having the colors, because of the attention paid to the Hopper-esque style. 

One of the ways Hopper created that feeling was by isolating characters or obscuring their faces, in essence "dehumanizing" them.

That same technique is present in the works of Thomas Hart Benton, whose landscapes and cityscapes have a feverish nightmare quality. 

Credit: Automat, Edward Hopper

The "reality" of Depression-era America has been transcended for the dream presented by Hollywood. And yet del Toro and his team never lose the grounded qualities that make this feel real, and not simply an exercise in genre nostalgia. 

Stan is warned many times where he is headed. It’s written in bold print across every moment, with characters telling him in dialogue while the music cues tell us with lonely piano notes. We know in the core of our being what happens to Icarus, Oedipus, and the like. 

We’re into some serious Greek tragedy shit with Stan now, and there is no getting off this train. It’s straight down the line for both of us. Stan ultimately suffers what might be a fate worse than death, perfectly set up by the film, but also partially unpredictable as things progress.

'Nightmare Alley'Credit: 20th Century Studios

Like so many great noirs and Greek tragedies, there is a central question of fate and free will. choices, and predetermination. 

But more than that, this is a film about the evil that lurks in all of us. Don’t we all get to make a choice? 

Stan insists that he has the power to choose differently, he even says so to Zena when she deals him the hangman tarot card. 

Does he? 

The meaning of Nightmare Alley

Nightmare Alley is largely about exploiting weakness for gain. A human being’s willingness to prey upon others, in every way, on every level. 

Early on, Defoe explains to Cooper how a geek in the show isn't hired. He is made. This little speech is the core of it all. 

The downtrodden desperate person is tricked into becoming dependent. An addict to one thing or another is coaxed and primed, then exploited until they are a shell of a human being, more of an animal. 

In the geek’s case, it’s a long con explained to a “T.” Stan marvels at its evil, uttering, "Poor souls." The geek’s free will, or humanity, is practically stripped away by a powerful addition to opium and booze. 

But the question always remains—who is the real animal?

Isn’t it the carnie boss who reduces someone to this? Isn’t it the crowd paying to gaze upon them simply to feel better about themselves, or to feel something? 

Stan sees himself as different, or above this. A teetotaler. Unwilling to even taste booze. But eventually, he does, in his weaker moments with Lillith, and it leads to his undoing. 

But it isn’t just booze that Stan gets addicted to. Before that, he’s addicted to power, and he’s addicted to wielding it over others. 

But beyond that, he’s addicted to something else… he’s addicted to the adulation of the crowd, and the power he wields over an audience.

He never believes his own lies, but he certainly is addicted to them. And this is where the parable really lies, and the message.

There is an everyday risk of becoming addicted to power over others, to flexing it in ways that make you feel good, and debasing those around you. We know there is backlash. We know the lines of those wanting to get even grow long. 

There is also the exploitation of those who desire a taste of that magic. Wanting to run away with the circus, or work in showbusiness, opens many people up to many schemes and cons. Some that are entirely legitimate and legal, but no less nefarious and dirty.

Let’s look at our world today. 

Countless festivals and contests ask for submission money and do very little for those shelling out. They promise a little bit of something that they never truly deliver. 

And what about when you are an audience?  Maybe you click on a TMZ video and watch another human being go from the highs to the lows by an unforgiving industry. Fame and celebrity are their own geek show, getting people addicted to the attention, and then often leaving them desperate shells. 

What about when you’ve run your own kind of showbusiness con?

Ever asked someone to work on your short for “exposure”? Or pizza? 

Or maybe trying to get that one last shot before the sun sets, overworking your crew? 

And when do you become the geek? Exploited for your work, hooked on something doled out carefully by a powerful force putting nothing on the line? The money isn’t always good, the lifestyle cruel, the work backbreaking, hardly ever appreciated. How many of us "geek" on a set now and then? How many of us are unpaid interns told that it’s temporary? That something better might come from it?

The truth?

We have the capacity for all of it. We’re the conman, the geek, and we’re the craven crowd desperate to watch. This depravity is not reserved for the lowest rung. It’s all around you. 

The monster in Nightmare Alley is you and me. It’s the mirror being held up to us. Our propensity to connive and angle to get ahead and survive, and at the same time how easily we can be conned and exploited by others doing the same. 

We are the beast. If we’re not careful, we will be devoured by our worst qualities, left alone in a world of darkness. 

But it’s not all darkness because I do think one thing can save us from this fate.  

Humility. 

Grandiosity is our undoing, and in Nightmare Alley it is Stan’s true addiction. If you keep trying to get high on that, you’ll crash hard, like Stan or Oedipus, and you’ll chase the high until you’re ground to dust. 

On the other hand, there are simple ways any of us can be a man or woman instead of a beast. 

Nightmare Alley is about how anyone can suffer such a fate. The film doesn’t tell us if free will exists. For Stan, it seems it did not. In the final moment, he utters about his dark fate, “Mister, I was made for it.” Implying that there was never truly any alternate path. 

Every day I drive by countless encampments of unhoused people. The recent years have taken a great toll on this country, and even more are on the street, scraping by, suffering from mental illness and addiction. Left to live a cruel harsh existence. 

Do you see human beings in those faces? That might be one choice we do get to make.