Producers: Guillermo del Toro, J. Miles Dale and Bradley Cooper   Director: Guillermo del Toro   Screenplay: Guillermo del Toro and Kim Morgan   Cast: Bradley Cooper, Cate Blanchett, Toni Collette, Willem Dafoe, Richard Jenkins, Rooney Mara, Ron Perlman, Mary Steenburgen, David Strathairn, Holt McCallany, Peter MacNeill, Tim Blake Nelson, Clifton Collins Jr., Jim Beaver, Mark Povinelli, David Hewlett and Paul Anderson   Distributor: Searchlight Pictures

Grade: B+

Edmund Goulding’s 1947 adaptation of William Lindsay Gresham’s novel about Stanton Carlisle, a carny schemer whose rise to fame as a swindling nightclub mind reader turns into disaster, was a glistening, doom-laden black-and-white noir that was a box-office disaster for its star Tyrone Power, whose fans did not want to see him is such dark material.  One hopes that a similar fate will not befall Guillermo del Toro’s new version, in which Bradley Cooper assumes the lead.  This “Nightmare Alley” is as grim and ghoulish as its predecessor—in some ways even more so—but though still noir in spirit, it’s very different in style, with a production design (Tamara Deverell) and costumes (Luis Sequeira) so visually sumptuous as to take one’s breath away, and luscious color cinematography by Dan Laustsen that gives even the ghastliest images a luminous glow.

Set in the late thirties and early forties, the script by del Toro and Kim Morgan follows Gresham for the most part, but takes some cues from Jules Furthman’s screenplay for Goulding.  Carlisle (Cooper), here presented as tainted by domestic trauma, wanders into the carnival run by Clem Hoately (Willem Dafoe), who takes him on for general work after he helps to deal with a crisis involving the outfit’s most disgusting attraction, its geek (Paul Anderson). He cultivates pseudo-psychic Zeena Krumbein (Toni Collette) and her has-been husband Pete (David Strathairn) in order to secure Pete’s system for fooling the crowd, and then romances Molly Cahill (Rooney Mara), the mousy electrical girl, getting her to fall for him despite the opposition of her protector, strongman Bruno (Ron Perlman). 

She goes off with him, and they wind up in the city, where Stan refines his mind-reading shtick into a nightclub act, Molly serving as his partner, that wows the swells.  One night he’s challenged by icy psychiatrist Lilith Ritter (Cate Blanchett), but proves his mettle to her with his canny subterfuges and clever guesses, and they join forces to fleece some of her wealthy patients, most notably mogul Ezra Grindle (Richard Jenkins), whom he cons despite the misgivings of his right-hand man Anderson (Holt McCallany).  Grindle’s obsession with contacting a dead lover whom he had mistreated leads to an elaborate scheme that proves disastrous, and combined with the scandalous deaths of another wealthy couple (Mary Steenburgen and Peter MacNeill) that Stan had hustled, forces him to go on the lam on his own.  Before long he’s a broken-down, alcoholic bum, and winds up at a carnival run by a savvy boss (Tim Blake Nelson), who offers him the bottom-of-the-barrel job he knows he deserves.  No 1947 redemptive coda this time around.

Del Toro obviously relishes this material.  He’s assembled an extraordinary cast who invest themselves in the grim story as fully as he does.  Cooper’s portrait of a huckster willing to use anybody to achieve his ends is uncompromising, and Blanchett vamps it up mischievously as the ultimate femme fatale; she’s also radiant in Luis Sequeira’s ravishing costumes, fitting in perfectly with the elegant art deco office Deverell has designed for the cagey Dr. Ritter, just one of her exquisitely detailed period sets, whether they be of the shabby carnival or the ostentatious abodes of the urban elite.

Mara is quietly serene as Molly, who ultimately can’t go along with Stan’s most elaborate con, while Collette and Strathairn make a ravaged but oddly dignified pair as the over-the-hill mentalists.  Perlman is his usual gruff self and Dafoe his reliably cunning one; Richard Jenkins is almost unrecognizable behind a beard as the obsessive Grindle.  The rest are uniformly in tune with the director’s voice.

But it’s precisely that voice that may turn off a good many viewers.  Del Toro chooses to tell this gritty story with not just a degree of visual splendor that clashes with its seediness, but, in collaboration with editor Cam McLauchlin, a deliberation that saps energy from the tale.  The film lacks the white-hot intensity of the earlier film, replacing it with a dreamy, hallucinatory beauty, accentuated by Nathan Johnson’s score, which many will feel at odds with Gresham’s vision of grubby chicanery. 

But that’s a function of del Toro’s obvious admiration for the material and his desire to present it in his distinctive fashion.  The result is a film noir told in the lush, lapidary style for which the director is famous—and with his flair for artistic horror.  If you’re in tune with his approach, its slowness will be mesmerizing and its opulence irresistible.  If not, you may find it lethargic and overcooked. 

And that’s what makes it a Guillermo del Toro film, and as such a divisive one.