“No Good Comes Out of a Spook Show”: Adaptation, Anxiety, and Trauma in Guillermo del Toro’s “Nightmare Alley”

May 27, 2022   •   By Dane Reighard

“THIS CREATURE HAS been examined by the foremost scientists of both Europe and the Americas and pronounced a man. Unequivocally a man.” With these words, the carnival barker lures an unassuming crowd into the “ODD‘I’TORIUM” tent, where a banner boasts of “Human freaks from all parts of the world.” Inside, the men and women file in along a railing above a deep pit. A door at the bottom of the pit opens to reveal a cowering, emaciated man covered in filth, but this pathetic sight only amplifies the crowd’s curious chatter. Bemusement turns to impatience as the man tearfully grips the live chicken tossed to him as feed. The audience starts to heckle: “Bite it! Come on!” Finally, the man sinks his teeth into the chicken’s neck and tears its head off, blood pouring from his mouth and spewing from the lifeless bird. Some spectators shriek in horror, others cheer and applaud, but all remain in the tent and dutifully pay their 25-cent fee.

In this opening scene of Nightmare Alley, the carnival is a vulgar celebration of dehumanizing spectacle. It justifies Mikhail Bakhtin’s appeal to separate our contemporary idea of carnival from its medieval form, which, in his theory, was a liberating, communal experience that inverted or completely dissolved an established social hierarchy. The “geek show,” as it is called, visualizes this hierarchy through the verticality of its interior space and, despite its shocking content, ultimately offers the comfort of a reestablished status quo: a rather literal illustration of panem et circenses. The overwhelming cynicism on display sets the tone for Guillermo del Toro’s bleakest work yet, a horrific film noir without any of the characteristic Gothic-romantic elements that foreground the director’s past emphases on how beauty, imagination, and reverence for the natural world might temper human cruelty.

Literary theorist Linda Hutcheon wrote that no adaptation exists in a vacuum: “They all have a context — a time and a place, a society and a culture.” What context, then, compelled del Toro, who is among our most visually and thematically coherent auteurs, and who has worked almost exclusively within the fantasy and horror genres, to use the artistic freedom granted by the Oscar-winning success of The Shape of Water (2017) to mount a film noir adaptation of William Lindsay Gresham’s 1946 crime novel? In promotional interviews, del Toro offered one inspiration for his screenplay, co-written with Kim Morgan:

I was very interested in reflecting this moment of enormous anxiety and end-of-the-world [feeling] I have, at least, as I wake up every morning. […] This character that uses his populist, sort of dishonest erasure of this line between lies and truth to confound people that need to hear what he has to say, I thought was very, very pertinent right now.


If the filmmaker is to be taken at his word — and I would argue that when promoting a major studio release that cost nearly $60 million, no one should be — audiences are meant to understand the conman protagonist Stan Carlisle (Bradley Cooper) as yet another Trumpian demagogue swindling those rendered most vulnerable by a corrupt capitalist system. The film’s “geek show” tent can easily be read as a microcosm of contemporary American society, but it appears almost exactly as Gresham described it over 70 years ago. “Some things never change” is a valid takeaway, but it’s not a particularly interesting one. Far more unique is del Toro’s use of adaptation — according to Hutcheon, a process in which the newer form is inevitably “haunted” by the shadow of its source text — to recontextualize a 1940s noir underlain with personal and cultural traumas as an intergenerational commentary on the inheritance of these traumas and an intertextual dialogue about how we process them.

Few film genres are as intrinsically tied to context as noir. A fundamentally psychological genre cloaked in pulpy crime narratives, American noir in its purist form conveys a nation confronted with the traumas of global conflict — especially nuclear war — and economic depression. This trauma is expressed through various anxieties, frequent among them a crisis of masculine confidence, paranoia, and a Freudian death drive. Removed from the post–World War II context, modern period film noirs (as distinct from contemporary neo-noirs) are commonly received as purely aesthetic exercises, minor curios amid esteemed filmographies (e.g., Woody Allen’s Shadows and Fog [1991], Joel and Ethan Coen’s The Man Who Wasn’t There [2001], Steven Soderbergh’s The Good German [2006]). Predictably, the most negative reviews of Nightmare Alley dismissed it as little more than a hermetic object of homage. However, by centering and shrewdly modifying the theme of trauma that seeps through every page of Gresham’s novel, del Toro uncovers an urgent relevance and resonance in film noir’s pitch-dark shade.

In the past few years, trauma has become an unavoidable buzzword across the cultural landscape, from research into the COVID-19 pandemic’s long-term effects to the critical reception of children’s animation like Disney’s Encanto and Turning Red. However, it has been a fixation of del Toro’s throughout his career, especially in his films about the unresolved legacy of the Spanish Civil War, The Devil’s Backbone (2001) and Pan’s Labyrinth (2006). Trauma typically manifests itself in the form of ghosts and other fantastical creatures in his oeuvre, but in Nightmare Alley, the specter haunting Stan Carlisle is a more mundane but no less powerful force: daddy issues. As the penniless grifter rises from carny fortune-teller to personal spiritualist for Chicago’s most rich and powerful, his carefully laid scheme to exploit them for millions unravels when a mysterious psychiatrist confronts him with long-repressed memories that trigger a descent into alcoholism.

It's a curious coincidence that the American Gresham served as a volunteer medic in the Spanish Civil War, but his own resultant struggles with alcohol and his failure to cure it through psychoanalysis provide an unfortunate but crucial context for del Toro’s adaptation. In the novel, Stan’s increasingly frequent interior monologues convey his depression with such terrifyingly cosmic, even apocalyptic, imagery that the informed reader will find it impossible to separate such visceral despair from the knowledge that Gresham eventually took his own life in the same hotel where he completed Nightmare Alley.

An earlier adaptation of the novel, released in 1947 at the height of the film noir trend, was self-censored under Hays Code restrictions and whitewashed the grimly fatalistic denouement. Del Toro faithfully restores Stan’s ultimate lot: destitute and ravaged by his addiction, he returns to the carnival to willingly play the geek, the live-chicken-eating sideshow attraction whom the barker methodically strips of his humanity with booze and opium. That del Toro, like Gresham, frames this final scene as devastatingly tragic rather than as karmic retribution for Stan’s many transgressions confirms his priority of affirming Stan’s misanthropy as an expression of his bottomless self-loathing, itself a product of his childhood trauma. The casting of Bradley Cooper, an actor who has been candid about his own history of alcohol addiction, imbues the conclusion with added poignancy.

Del Toro’s most significant deviation from the source novel concerns the origin of Stan’s trauma. In both versions, as a young boy Stan witnesses his mother having sex with his piano teacher, but only in the novel does this momentous event compel his adult self to explicitly act out an Oedipus complex. At age 21, he loses his virginity to Zeena, a married fortune-teller 15 years his senior, and poisons her drunken husband, Pete. Later, Stan subconsciously assumes a submissive masochistic role in an affair with his psychiatrist, Dr. Lilith Ritter. Never less than luridly compelling, Gresham’s psychoanalysis is hardly nuanced. In a climactic scene, Lilith confronts Stan and ensures that nothing remains as subtext: “There is one thing more you must face, Mr. Carlisle: the thing that is destroying you. Ask yourself why you wanted to kill your father. Why was there so much guilt connected with that wish? […] You wanted intercourse with your mother, didn’t you?” Such rudimentary Freudianism certainly would have felt fresher in the ’40s, when its articulation of the anxieties in noir was crucial to defining it as a genre, but today, these tropes play as outdated at best and misogynistic at worst, unless they are thoroughly deconstructed in presentation. Instead, del Toro retains the circumstances of Stan’s childhood but shifts the character’s primary subconscious obsession to his father, whom he resents for not being “man enough to hold on to” his wife.

Unlike in the novel, the film’s elder Mr. Carlisle is dead from the beginning. A flashback, fragments of which del Toro withholds until the final act like missing pieces of the puzzle that is Stan’s psyche, reveals that the son looked on mercilessly as the old man died in agony from illness and bitter cold. By having Stan “kill” his father before he even joins the carnival, del Toro frees him from the rigid Oedipal schema and allows his relationships to develop in a more organic, credible manner. Most significantly, in the small but pivotal role of Zeena’s husband, Pete (David Strathairn), the paternal symbol whom Stan sees as nothing more than an obstacle standing between him and Zeena is transformed into a pathetic but kindly father figure. As the older man takes him under his wing and teaches him the art of mentalism, Stan recognizes in him the same weaknesses he saw in his father, yet he also receives the warmth he was denied as a child. When Stan indirectly murders Pete, then, by leaving him alone with a bottle of fatal wood alcohol, his practical motive is greed and professional ambition, but the subconscious catalyst is his mentor’s cold reading that triggers his trauma: “I see an older man. The boy hates him. The boy would love to be loved, but he hates that man. Death and the wish of death.” Having killed the new “father” who finally offered the love he craved, Stan is able to successfully repress his guilt until inevitably succumbing to the taste for liquor, which in his mind is inseparable from memories of Pete.

Del Toro’s one miscalculation, though, is the reframing of Stan’s trauma as non-, or at least less, sexual. The result is a film noir conspicuously lacking the potent eroticism, joyless though it may be, that permeates the novel and the genre in general. Perhaps he had already exhausted his interest in old-school Lacanian perversion with his underappreciated Gothic ghost story Crimson Peak (2015), but this relatively buttoned-up adaptation also fits an often overlooked and endearing characteristic of his storytelling: with rare exception, he reserves eroticism and sexual pleasure for the heroic misfits that populate his films. (His most carnal and tender relationship, after all, is inarguably that between Elisa and the Amphibian Man in The Shape of Water, followed closely by that of Hellboy and his pyrokinetic sweetheart Liz.)

However, del Toro’s admirable decision not to define Nightmare Alley’s central women by their sexuality, as Gresham does, backfires because after he omits their more questionable distinguishing features, he neglects to replace them with anything else of substance. With the Oedipal kink excised from her relationship with Stan — along with, thankfully, a tawdry backstory involving gang rape — Lilith is reduced to a boilerplate femme fatale whose motivations feel dictated by the necessities of the plot and her infernal moniker, instead of the other way around. Cate Blanchett’s riveting performance, an expertly modulated blend of old-Hollywood affectation and visceral contempt, handily overcomes the screenplay’s deficient characterization. On the other hand, Rooney Mara as Stan’s wife Molly, originally written as a naïve bombshell with an Electra complex to complement her husband’s syndrome, is given few notes to play beyond the blandly sweet.

Still, even without offering new details in place of these characters’ histories as victims of sexual assault, del Toro’s adaptation reinforces one of Gresham’s principal theses, articulated by Pete in both versions while explaining the secrets of mentalism: “Everybody’s had some trouble. Somebody they hated. Shadow from their past.” The film expands Pete’s lesson to include a maxim so au courant with contemporary discourse that it almost sounds anachronistic: “People are desperate to tell you who they are, desperate to be seen.” Stan uses this knowledge for personal gain, like the dishonest populist(s) referenced by del Toro in his promotional interview, but the screenplay inserts an ongoing disagreement between Stan and his colleagues that weakens this potential correlation between Stan and any real-world figure. Pete and Zeena (Toni Collette) are adamant that a mentalist should never do a “spook show” by leading a mark to believe that the spirit of their departed is present. Stan, however, disregards this advice — with disastrous results — because he sincerely believes that he can ease the suffering of others by providing them with the hope he himself lost long ago. (If he can get rich while doing so, all the better.)

The total absence of the term “spook show” in the novel casts a spotlight on del Toro’s choice to utilize it as a conspicuous motif throughout his film. If Grisham cannot fully condemn Stan because he endowed his protagonist with aspects of his own personal demons, then neither can del Toro, because Stan’s belief in the power of a “spook show” is the director’s own. In so many of the adaptation’s inventions (the baroque, demonic set design of the carnival; the image of pale-white Molly in a bloodstained Victorian wedding dress; the recurring appearance of Enoch, a “cyclops baby” preserved in a jar of formaldehyde) del Toro’s desire to introduce one of his signature supernatural elements is palpable. In the end, however, this perceptible struggle against the anxiety of influence — the pressure to adapt a respected novel without compromising his own auteur style — is successful precisely because it reflects and enhances the many other intergenerational anxieties populating the narrative.

The title of Nightmare Alley is taken from the novel’s description of a recurring dream that has haunted Stan since childhood:

He was running down a dark alley, the buildings vacant and black and menacing on either side. Far down at the end of it a light burned; but there was something behind him, close behind him, getting closer until he woke up trembling and never reached the light. They [all] have it too — a nightmare alley. […] The light will only move further on. And the fear close behind them. White and black, it made no difference. The geek and his bottle, staving off the clutch of the thing that came following after.


Today, far more of us feel empowered to speak out and join a growing public discourse about something Stan Carlisle and Gresham recognized 76 years ago: that we are a nation united by our common traumas. Indeed, del Toro’s most terrifying film concludes that we are no longer each alone in our own nightmare alleys — there is only one nightmare alley, and we are all in it together.

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Dane Reighard recently received his PhD from UCLA’s Department of Slavic, East European & Eurasian Languages and Cultures. His film criticism has previously appeared in KinoKultura.