Warning: This review contains plot spoilers. If you have not already seen Nightmare Alley and don’t like spoilers, please don’t read any further (but feel free to bookmark this page to read later).

I think it’s safe to say that 2021 was most definitely The Year of the Remake. Out of the ten films nominated for the Academy Award for Best Picture this year, four of them fall squarely into that category: CODA, Dune, Nightmare Alley, and West Side Story. Nightmare Alley was previously adapted in 1947 from the 1946 novel of the same name by William Lindsay Gresham. The original adaptation, while not a financial success upon its initial release, has since grown in estimation and is now considered a classic of the film noir genre.

For readers unfamiliar with film noir, the term generally applies to crime films made during the 1940s and 1950s. These mostly black-and-white films were usually made on shoestring budgets with short production schedules to turn a quick profit for cash-strapped studios. Most of the time, they weren’t meant to be dazzling works of art. They were created as a form of popular entertainment for the masses of working-class moviegoers who were desperate to see people who looked and lived like them on the big screen.

Film noirs tell stories of men and women who, for various reasons, find themselves in dire straits. These pictures are populated by rough characters from the wrong side of the tracks, or simply good people who’ve made the wrong decisions. Sometimes, they’re just people caught in the wrong place at the wrong time clutching a smoking gun. More often than not, their stories end unhappily.

Dripping with sin and vice, these films exposed the dark underbelly of post-World War II America and the glaring hypocrisy of its storied institutions. One thing that made them so brilliant is that they exposed the lies masquerading as truth on the sunnier sides of the street. They showed that life, at least real life, was lived in the shadows. And every shadow was a man with a gun.

Personally, I owe most of my noir education to TCM’s programming block Noir Alley, which is hosted by Eddie Muller (aka “The Czar of Noir”) and first launched in March 2017. Through Eddie’s intros and outros, I’ve learned that any good noir has several elements: a hero (or antihero) trying to outrun something from his past or present that is trying to bring about his destruction; a pervading sense of hopelessness in the face of insurmountable odds; a femme fatale who makes the hero feel safe until she doesn’t; and an event which seals the hero’s fate for all time. Nightmare Alley (both of them) has all of these.

When Nightmare Alley first opens, we meet Stanton Carlisle (Bradley Cooper) placing a bagged body beneath the floorboards of what we can presume is his own home and then lighting the joint on fire and splitting. As far as noir openers go, you can’t really do much better than that. At this point, we already know that Stanton (hereinafter referred to simply as Stan) is a desperate man trying to outrun something sinister. Who was burned along with the house? Why did Stan kill them? Or was he even the guilty party? Is it possible that he simply discovered them and disposed of the body to avoid being implicated in a crime for which he was innocent? In noir, anything is possible and nightmares usually come true.

Stan happens upon a traveling carnival and witnesses a geek show. For those of you who aren’t familiar with geek shows, a geek show was a carnival side show both separate from and part of the main festivities. It most often consisted of a single man, the “geek”, chasing live chickens around the inside of an enclosure. The climax of the show occurred when the geek caught the chicken or chickens and bit their heads off to the shock and awe of the audience. This grotesque spectacle was often used as a warm-up act for a larger “freak show” wherein people with visible disabilities or physical abnormalities were exploited for their labor and entertainment value. Many of these people, because of discrimination and prejudice, were forced to work in carnivals because there was no other work to be had for them. In order to provide for themselves, they were forced to participate in their own denigration.

Side note: Tod Browning’s 1932 pre-Code horror film Freaks is perhaps the most honest and humane cultural document featuring people with disabilities who work or have worked in sideshow carnivals. While it was lambasted upon its initial release and even banned in some places for being too grotesque, it is now studied as a landmark film for its examination of carnival culture, its use of actual people with disabilities in on-screen roles, and even its Depression-era class politics. It is a cult classic and frequently appears in lists of the greatest films ever made. While its original intent is up for debate, watching it now evokes empathy rather than disgust, at least for yours truly.

Although it is evident how visibly disturbed Stan is at what he sees, he nonetheless secures a job with the carnival. It doesn’t pay much, but then again Stan doesn’t really need much. A man on the run really only needs one thing: to keep moving. The life of a carny provides him with just that. When the current geek becomes sick, Clem (Willem Dafoe) the carnival owner has Stan help him dump him in front of a clinic. It is then that Clem explains part of his racket to Stan. He finds men who have no money, no resources, no family to speak of, men who are chemically-dependent on alcohol, to be his geeks. He asks them no questions and promises them nothing but a temporary job and gives them alcohol laced with opium. He exploits their new dependence on the drug, giving it and withholding it as he sees fit, to debase and animalize them. All of this is done for the sake of the show.

Stan befriends Madame Zeena (Toni Collette), a clairvoyant, and her husband Peter (David Strathairn), and assists with their act. He learns all he can from Peter and the gears inside his head begin turning for a show he can create of his own. He finds a partner for his future plans in the beautiful and alluring Molly (Rooney Mara), a fellow performer with whom he becomes infatuated and then falls in love. He convinces Molly to run away with him and craft a two-person act with which they can travel the world and behold all its wonders. She buys this pie-in-the-sky rhetoric much like any doe-eyed noir dame, and those of us in the audience (wherever we may be) are already shaking our heads in disapproval. We are screaming at her not to go but she doesn’t listen. They never do. The catalyst for their exit comes one night when Pete asks Stan to get him some liquor, and Stan (whether accidentally or not) gives him wood alcohol, which is poisonous and kills him. When a team of officers attempting to shut down the carnival arrive and Stan is able to cold-read one of them, convincing the man that his dead mother would want him to show mercy on them, we know that Stan and Molly are all but gone.

Flash forward two years later and Stan has crafted quite the act as a mentalist, with Molly as his embittered and disillusioned assistant. The wealthy attendees of their Buffalo shows buy the lines Stan feeds them as if they’re candy. But where is the line between entertainer and charlatan? Better yet, who draws that line? If we harken back to the beginning parts of the film, we’ll remember Madame Zeena and Pete cautioning Stan against using the cold reading and coded language skills he’s acquiring to lead people on when they want to know about their dead loved ones.

It’s during one of their Buffalo performances that we meet Dr. Lilith Ritter (Cate Blanchett). She knows right away that Stan is nothing but a con, using sleights-of-hand and cheap parlor tricks to convince people he’s in touch with the beyond. She attempts to expose him for the charlatan he is, but she underestimates his skills. To punish her for lambasting him in front of his paying customers, he humiliates her by making accurate guesses about her childhood, the gun in her purse, and her utter lack of the power and agency she believes she possesses.

We find out that Dr. Ritter was under the employ of Judge Kimball (Peter MacNeill), who hired her to expose Stan. Now believing him to be a legitimate psychic, Judge Kimball offers him a large sum of money to act as a medium for him and his wife, allowing them to communicate with their deceased son. Molly is completely against it but Stan agrees anyway, and so he begins on the path of no return. Dr. Ritter invites Stan to her office (she is a psychiatrist/psychoanalyst), where she reveals to him her extensive recordings obtained during therapy sessions, all of which detail the deepest secrets of Buffalo’s elite. She tells him what he needs to know to make his session with the Kimballs successful, and all goes according to plan.

This is noir, though, so there’s always a flaw in the mechanism or a fly in the butter. Stan, not wanting Molly to discover the money he’s obtained through scamming Buffalo’s wealthy and powerful, takes it back to Dr. Ritter’s office and offers to split it with her. Dr. Ritter doesn’t want or need the money, it would seem, but agrees to keep it for him to help him avoid making Molly suspicious. No, instead she asks Stan to sit for a session with her, where she can probe the mysteries of his brain. It doesn’t take a genius (or psychic, for that matter) to guess what happens next.

Stan begins an affair with Dr. Ritter. In their analysis sessions, he spills his guts to her, admitting his guilt over Pete’s death as well as his father’s, whom he did in fact murder. We learn that his father was an alcoholic and we can deduce the level of abuse and neglect Stan suffered while growing up. At one point, Dr. Ritter offers Stan a drink of whisky, which he refuses and tells her that he never drinks. Ever.

Judge Kimball, being a satisfied customer, refers Stan to a dark and powerful man named Ezra Grindle. We learn that Grindle’s lover Dorrie died from the complications of a coerced back-alley abortion. Grindle is a tortured man forced to live with the consequences of his actions, and Dr. Ritter cautions Stan against engaging with him. Of course, Stan doesn’t listen and begins scamming Grindle. He delivers all sorts of fake missives from Dorrie, coming of course from the beyond. But Grindle isn’t satisfied with these placations. He wants Stan to conjure her physical form for him to see and talk to, ostensibly to beg for her forgiveness.

Stan’s plan is to involve Molly in the farce, having her play the part of Dorrie for Grindle’s catharsis. When she learns of the affair between Stan and Dr. Ritter, she leaves him. He begs her to stay, but she only agrees to help him one last time, in one more act. What Stan doesn’t plan for is the fact that Grindle won’t be satisfied with merely speaking to Dorrie (who is actually Molly), but will instead come ever closer to her until he embraces her. Before that, though, he unburdens himself of all his sins, revealing that he’s abused more women since Dorrie, citing his guilt as the motivator.

In a brief but telling aside, Anderson (Holt McCallany), Grindle’s faithful henchman, hears a news report on the radio telling about the gruesome murder-suicide of Judge and Mrs. Kimble. Having been told by Stan that they would all be reunited in death, Mrs. Kimble hastens the reunion with a gun.

Once Grindle embraces Dorrie, he discovers that the woman in front of him is not Dorrie at all, but someone he doesn’t know. He hits Molly viciously before he is brutally beaten to death by Stan. When Anderson attempts to come to Grindle’s rescue, Stan runs over him with their getaway car. When they get far enough away, Stan damages the car to make it appear as if it was stolen and it’s there that Molly leaves him, this time for good.

Stan makes his way to Dr. Ritter’s office to get his share of the money. A man on the run, after all, needs some cash to make his way. To his shock and dismay, Stan learns that Dr. Ritter has stolen the entirety of the money they earned together and is prepared to use the tapes of their sessions to prove he is a deranged individual. She tells him that she doesn’t need the money but that a man with his outsized ego needed to be taken down a peg. That’s not exactly how she phrases it, mind you, but you get the picture. Stan sees that all along he was merely a piece in a game he thought was his own.

In the climax of the film, Dr. Ritter shoots Stan in the ear, mocking him by shouting, “Am I powerful enough for you now, Stan?” bringing him back to their first meeting, where Stan told her how powerless she was in a room full of onlookers. Now, if only for herself, and if only in this small way, she reclaims her power. It’s a shame that she had to break doctor-patient privilege and violate every code of ethics to which a psychiatrist adheres to to do so, but we won’t quibble over semantics here. Dr. Ritter was the femme fatale all along, and Stan fell squarely into her clutches.

At this point, Dr. Ritter notifies security of an intruder. Stan attempts to strangle Dr. Ritter with a telephone cord but he’s unable to finish the job before security arrives on the scene. He manages to escape and makes his way onto a boxcar full of chickens. He becomes a vagrant, a homeless alcoholic. In the final scene, the pieces of the film come hauntingly together. We see Stan engage the proprietor of a carnival, one not unlike the one we saw him at in the beginning. He tries to sell himself as a mentalist, a clairvoyant. Perhaps he thinks he can make a living doing an act like Madame Zeena’s. The proprietor is disgusted by Stan, disgusted by his unkempt appearance and body odor, by the aura of shame and humiliation which covers him like a cloud. He nonetheless gives him a drink and offers him a job, a temporary job as a fake geek. It is at this point that Stan’s journey comes full circle. Buckling under the weight and magnitude of his piteous circumstances, he cries and laughs in a mixture of relief and hysteria, saying, “Mister, I was born for it.”

Very rarely do all the elements of a film work so effortlessly in concert together to make such an entertaining and artistic final product, but I think that can be said of Nightmare Alley. It avoids the pithy moralizations and heartfelt musings that would taint it (this, after all, is not a morality picture), and instead shows us a portrait of a soul set off on the wrong path toward a perilous and damned end. I enjoyed every minute of it.

Nightmare Alley was released by Searchlight Pictures on December 17th, 2021 and is available to own, stream, or rent from various platforms and retailers.

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