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Making of ‘Nightmare Alley’: How Guillermo del Toro Finally Achieved His Dream Project

The filmmaker first pitched a remake of the noir classic in the early '90s, but it took the Oscar success of 'The Shape of Water' for him to get the green light — and assemble his A-list cast. Says Bradley Cooper of his role: "It f***ed me up a little bit."

Before his first film even was released, Guillermo del Toro already was pursuing his own version of Nightmare Alley, the 1947 film noir classic from 20th Century Fox, which ultimately would become his 11th feature. It would take 25 years, an Oscar best picture win and the culmination of a bromance and a romance before the opportunity would materialize — as it finally has in this year’s darkly seductive awards season contender starring Bradley Cooper and Cate Blanchett.

In 1998, del Toro, then only 29, had just wrapped production on his debut feature, the genre-bending horror drama Cronos, starring Ron Perlman, his best friend in the business. Restless for their next project, del Toro and his leading man were watching old movies together and casting about for new ideas. Perlman suggested that he’d love to play one of the great swindlers of American film history, a shifty but irresistible Elmer Gantry type. What if they remade something like the old Nightmare Alley, Perlman suggested.

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Based on the 1946 novel, written by William Lindsay Gresham, the original Nightmare Alley was directed by Edmund Goulding and starred Tyrone Power, one of Fox’s biggest matinee idols of the period. Power himself was the driving force behind the project, wishing to break out of his typecast persona as a swashbuckling romantic lead by playing a darker, more dynamic character.

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The set of the office of Dr. Lilith Ritter (Cate Blanchett) was inspired by the Weil-Worgelt Study, a masterpiece of art deco design currently housed at the Brooklyn Museum. “My brother lives right down the street, so I go there all the time,” says production designer Tamara Deverell, who created the blueprint. Courtesy of 20TH CENTURY STUDIOS

Nightmare Alley follows the story of Stanton Carlisle, a drifter with a dark past who falls in with a traveling carnival. A quick study, he learns the tricks of the trade from the carnival’s colorful collection of grifters, eventually running off with the sideshow’s prettiest girl to establish his own mentalistic act in the big city. Driven by rapacious greed, Stanton’s star continues to rise for a time — until he meets his match in an enigmatic female psychologist and goes for broke with a high-stakes con on the city’s most dangerous industrialist.

The original Nightmare Alley flopped, as audiences recoiled from the seedy story and degradation of Power’s romantic image (the film remained Power’s own personal favorite from his body of work). Over the intervening years, however, Nightmare Alley’s reputation soared among film buffs, and by the 1990s it was considered a difficult-to-find noir treasure — its obscurity only elevating its reputation.

Del Toro had not seen the film when Perlman mentioned it, but he was an astute student of noir — he had written a book on Hitchcock at age 23, analyzing all 53 of the director’s films — so the idea instantly appealed to him. The young director turned to his usual network of rare film dealers, eventually tracking down a coveted VHS copy of the 1947 film (he still has it). In the meantime, he also read the book, which had acquired a cult reputation of its own as something of a forgotten classic of pulp existentialism.

“I was absolutely blown away by the book,” del Toro remembers. “And when I saw the movie, I admired it, but I thought, ‘Well, we could do three or four more versions of this story because the movie only captures a certain aspect of the book’s genius.”

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Remembers Deverell: “I presented an interpretation of the study to Guillermo and said, ‘This should be Lilith’s. It’s got a femininity and it’s warm, but it’s still powerful and rich.'” Courtesy of Kerry Hayes /20TH CENTURY STUDIOS

Although still an industry neophyte, del Toro understood enough to know that as a Fox library title, Nightmare Alley could be remade only with the studio. So he and Perlman, puffed up by the idea behind their first collaboration and the audaciousness of youth, pitched Fox on a remake. The conversation didn’t last long.

Del Toro had held just a few test screenings of Cronos — one attended by James Cameron, who was wowed by the film and became a lifelong friend — but he had yet to accumulate any cachet whatsoever in Hollywood. “I was completely unknown; I didn’t even have my first movie fully completed,” he remembers. “They didn’t laugh us out of the room, but they turned us down right away. I assumed that would be the end of it.”

Jump 25 years forward, and del Toro’s 10th film, the romantic fantasy The Shape of Water, was in the final stages of its 2018 Oscars campaign, while the director had just begun a new romantic relationship with film historian and writer Kim Morgan, a noted noir expert. The new couple were looking for a screenwriting project to collaborate on when Morgan asked, “Have you ever seen or read Nightmare Alley?” Weeks later, The Shape of Water won four Oscars, including best director and best picture.

“I realized that, coincidentally, Shape had been produced by Searchlight, which is Fox,” del Toro recalls. “So it was suddenly very natural for me to approach them a second time.”

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Says Blanchett: “I realized on the first day when we had the walkthrough on set how deeply Guillermo had considered all of the deep recesses of the characters’ minds simply by the physical environment that he placed each of us in.” Courtesy of Kerry Hayes/20th Century Studios

Again, the conversation didn’t last long — but this time the answer was an emphatic yes.

“It all seemed like the universe unfolding in a lovely way,” remembers del Toro’s producing partner J. Miles Dale. “So we set off down the road immediately.”

By the time del Toro finally got around to digging into Nightmare Alley in early 2018, his interest in the material had evolved in both topical and personal directions. “There was and is an anxiety in the air that I think we all feel no matter where you come from or who you are,” he explains. “There’s a blurring of the lines between lies and truth, and we have seen hucksters rise to power everywhere. I thought Stanton Carlisle could be a really interesting character to analyze now because he’s heading for a reckoning. He pretends to be sophisticated; he pretends to be nice; he pretends to be a son to a paternal figure — but he is not any of that really.”

Pictorially, Nightmare Alley divides neatly into two worlds: The battered post-Depression carnival scene where Stanton acquires his trade, and the high-society enclaves of Buffalo, New York. Del Toro selected Buffalo both for its proximity to Toronto, where most of the film was shot, and because the city was one of the wealthiest industrial centers in the U.S. during the 1940s and remains a treasure trove of period-appropriate, underphotographed art deco architecture.

Although Nightmare Alley retains its roots in noir, del Toro instructed his production designer Tamara Deverell to mostly ignore the film noir tradition (neither she nor the film’s DP, Dan Laustsen, ever watched the original Nightmare Alley). Instead, he asked her to reference the palettes and mood of such midcentury American realist painters as Andrew Wyeth, Edward Hopper, Grant Wood or Thomas Hart Benton. The director also shared with his art department the detailed backstories that he wrote for each character and actor to help flesh out their worlds. “They are little stories that say where the characters are from, what they liked — something as small as, ‘She loves the smell of fresh linen,'” says Deverell. “Little details that really helped to inform all of us and inspired us to create the settings that shape the characters.”

Several cinematographic choices were used to differentiate the feel of the two worlds Stanton moves through. In the early carnival scenes, the camera glides low to the ground and there’s an abundant use of steam and smoke in backgrounds as the audience is pulled in to the allure of the sideshow alongside the initially silent protagonist. The carnival scenes also are lit with soft, warm, single-source lighting, reflecting the sense of optimism and community that Stanton feels among the carnie hustlers.

“When we are coming into the Buffalo world, we move into much more film noir, or old-fashioned Hollywood lighting, with much more direct, very precise, single-source lighting,” explains del Toro’s Oscar-nominated cinematographer, Laustsen (The Shape of Water). The pair also decided that the ceilings of the elegant Buffalo interiors would always be seen. “I think it’s telling you, subtly, that they’re in a box and there will be no escape.”

Early on, del Toro found surprising personal touchstones in the material. Stanton’s arc is framed by a dark relationship with his father — at the start of the film, Stanton is seen burying the old man’s body beneath the floorboards of their rural home and setting the building alight — and the only artifact he carries from his mysterious past is his father’s wristwatch.

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Del Toro says Cooper’s own grasp of the nuance of directing was a major benefit to the production. “As a filmmaker, what is fantastic is you can talk about each scene and you understand that he knows how it affects the whole kaleidoscope,” the director explains. “Bradley knew exactly why each choice was the right choice.” Courtesy of Kerry Hayes /20TH CENTURY STUDIOS

“During the post on Shape of Water, my father passed away, and the only thing I got from him was a watch,” del Toro says. “It doesn’t mean that my relationship with my dad is directly like Stanton’s, but it is obliquely me trying to figure out a story about a man dealing with the shadow of a father figure. It gave me certain entry points — not from a real biography but from a Jungian point of view.”

Del Toro and Morgan began their writing process by each uploading the entire Nightmare Alley book into Final Draft and preparing a “cut board” of all the dialogue and descriptive sequences they each wanted to retain. They attempted to coalesce their two sets of underlinings into a single beat sheet. “Then, each of us would take a scene, write it and give it to the other to edit,” del Toro explains. “We would be merciless with each other, and eventually we ended up writing together side by side.” Morgan was later a regular presence on set — a watchful advocate for the delicate writing they had done.

As the project neared completion, the two were married. “There was no feature in Final Draft that you could click on to make that happen,” del Toro says with a chuckle. “Having survived the pandemic, the writing of the screenplay and the shoot, we thought, ‘Well, I guess we’re really compatible,’ so we got married.”

As the writing process moved along, del Toro, Dale and casting director Robin D. Cook gradually assembled a star-studded ensemble, with the director’s recent Oscar wins and reputation as an extremely generous collaborator doing the heavy lifting.

Blanchett and del Toro had been looking for an opportunity to work together for years, and she was one of the first to join, taking the role of Stanton’s eventual antagonist, psychologist Dr. Lilith Ritter — a character who cuts the profile of a classic femme fatale but has a far deeper and more powerful purpose in the film. “One of the first things Guillermo said to me is, ‘I’m not making a noir in the conventional sense, so you can throw all those ideas out the window,'” Blanchett remembers. “Traditionally, a femme fatale is a female siren who’s designed to draw a male character — and it’s always a male character — onto the rocks simply because,” she says. “Guillermo saw my character as an avenging angel in a way, and that’s an interesting oxymoron because it has damage and vengeance in it, but it also has a sense of altruism or a higher purpose.”

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Nightmare Alley costume designer Luis Sequeira (with Carla Mingiardi) spent weeks in Europe researching vintage clothes and gathering materials from flea markets, antique dealers and collectors. Courtesy of Kerry Hayes /20TH CENTURY STUDIOS

Willem Dafoe joined as carnival barker Clem Hoatley, who lures Stanton into the carnie trade. Toni Collette would play the salty mentalist Zeena and David Strathairn her husband, Pete, the duo who teach the protagonist the craft of high-order legerdemain. Rooney Mara signed on as the innocent circus girl Molly, Stanton’s one chance at salvation; and Richard Jenkins would play the chilling Buffalo tycoon Ezra Grindle. Perlman, of course, also would have a part. A nod to the past, he plays the role of Bruno, the circus’ muscle man and moral center.

“Guillermo and Kim wrote the film specifically for all of these actors — they were all first choices,” says Dale. “I told him it’s going to be all downhill after this film because it was such a talented, heavily decorated cast.”

Cooper, the film’s star, was among the very last to sign on. The story, as del Toro conceived it, would be told from Stanton’s perspective, and Cooper would be in nearly every shot. “Bradley has that reputation for doing a deep dive on a character,” says Dale, “and we knew we needed someone who would give that 100 percent commitment and be willing to go to that dark place to play Stanton.”

Cooper says he initially said yes to the part simply out of a desire to work with del Toro and the inspiring cast he already had assembled. “Then it was like, ‘OK, what is the journey? Where are we going?’

“I always felt there was something deep inside me that could inhabit a character from that period,” Cooper adds, “but then it was about figuring out how I could best serve Guillermo as the Stanton that he needed me to inhabit.”

Del Toro gave Cooper one early note that initially baffled the actor but would prove transformative. Early on, the director asked his star to take up boxing in a serious way alongside the production. “I thought, ‘There’s no boxing scene in the entire movie,'” Cooper says. But the actor dutifully joined a boxing gym in New York City and trained rigorously several days a week.

“A man in post-Depression America needed to have a certain physicality to him to survive in that world,” del Toro says. “I told him, ‘It’s going to inform the way you stand, the way you carry things, the way you look at others. Otherwise, we’ll feel that you have a latte, a cellphone and Wi-Fi nearby. Men moved differently back then.”

Says Cooper, thinking back: “I’m not even sure if he even realizes how precise and insightful that note was for me. It was really huge; it fundamentally altered the way I moved and approached every interaction.”

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In the first half of the film, Stanton has just a few items of weatherbeaten clothes as he climbs the ranks of the carnival community. By the second half of the film, he has ascended to the peaks of Buffalo high society, and his wardrobe tells much of the story: slick three-piece suits, yet often with a poor tie or tacky shirt choice, reflecting a wrinkle in his con man’s hustle. Courtesy of 20TH CENTURY STUDIOS

Cooper worked with a dialogue coach to nail the nuances of the character’s period and geography-specific speech (a slight Canton, Mississippi, twang when the character isn’t putting on high-society airs), but inhabiting Stanton’s psychology — a relentless arch manipulator who faces up to himself only when he reaches the most wretched bottom of human experience — left the actor surprisingly rattled and haunted. Much in the same way that the film’s bleak but beautifully ironic ending has unnerved many critics and audiences.

“This was definitely the hardest role I’ve ever done — and I did not see it coming,” Cooper says. “It fucked me up a little bit, where I would walk away feeling like, ‘Am I also that manipulative? Jesus Christ.'”

“Ultimately, it was wonderful though,” Cooper adds. “Because any time you take a hard look at a broken aspect of psychology — something that could be brewing away in all of us — it’s always going to breed growth.”

Adds del Toro: “This movie, it’s all about mankind, how cruel we can be to each other and how close we are to losing everything — all of the time and in a very fast way.”

This story first appeared in the Jan. 12 issue of The Hollywood Reporter magazine. Click here to subscribe.